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Full-Text Articles in Law
Hedge Fund Activism, Poison Pills, And The Jurisprudence Of Threat, William W. Bratton
Hedge Fund Activism, Poison Pills, And The Jurisprudence Of Threat, William W. Bratton
All Faculty Scholarship
This chapter reviews the single high profile case in which twentieth century antitakeover law has come to bear on management defense against a twenty-first century activist challenge—the Delaware Court of Chancery’s decision to sustain a low-threshold poison pill deployed against an activist in Third Point LLC v. Ruprecht. The decision implicated an important policy question: whether a twentieth century doctrine keyed to hostile takeovers and control transfers appropriately can be brought to bear in a twenty-first century governance context in which the challenger eschews control transfer and instead makes aggressive use of the shareholder franchise. Resolution of the question …
The Arc And Architecture Of Private Enforcement Regimes In The United States And Europe: A View Across The Atlantic, Jason Rathod, Sandeep Veheesan
The Arc And Architecture Of Private Enforcement Regimes In The United States And Europe: A View Across The Atlantic, Jason Rathod, Sandeep Veheesan
The University of New Hampshire Law Review
The United States and Europe have traditionally taken very different approaches to the regulation of harmful conduct. Previously, European nations relied almost entirely on the public enforcement of laws, whereas the United States relied on a mix of public and private actors. In the United States, private rights of action have played a central role deterring illegal conduct—and, in fact, provided greater deterrence than public enforcers in some areas of law. They have also allowed injured parties to obtain compensation. Despite their very different histories, the private enforcement systems in the United States and Europe are showing signs of convergence …
Burgers, Doughnuts, And Expatriations: An Analysis Of The Tax Inversion Epidemic And A Solution Presented Through The Lens Of The Burger King-Tim Hortons Merger, Chris Capurso
William & Mary Business Law Review
Currently, the concept of tax inversion is a major corporate phenomenon. In the United States, companies pay taxes on all earnings, whether or not they were accumulated here. With one of the highest corporate tax rates in the world, this is a major expense for U.S. corporations competing in the world market. While most companies simply deal with the tax burden, some U.S. corporations buy foreign companies and relocate the company headquarters to the acquisitions home country. This corporate expatriation allows companies to avoid U.S. taxes on earnings in a number of ways. This Note will examine tax inversion through …
What We Talk About When We Talk About Voting: Efficiency And The Error In Empty Voting, Patricia Beck
What We Talk About When We Talk About Voting: Efficiency And The Error In Empty Voting, Patricia Beck
Fordham Journal of Corporate & Financial Law
Under the shareholder primacy model, shareholders exercise voting power because their votes are wealth maximizing and efficient. The practice of decoupling, or the strategic separation of the right to vote on a share from the economic ownership of that share, undermines this efficiency. The decoupled investor’s interests are not aligned with maximizing the value of the corporation and decoupled investors have, to the detriment of all other shareholders, used their voting power to dictate inefficient corporate decisions. This Note advocates for proxy card disclosure of decoupled shares and subsequent voiding of the decoupled votes. In this way, only those shares …