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Fordham Journal of Corporate & Financial Law

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The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder Dec 2023

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …


Who Makes Esg? Understanding Stakeholders In The Esg Debate, Matthew Diller, Stephanie Betts, Lorenzo Corte, David M. Silk, Scott V. Simpson, Lisa M. Fairfax, Carmen X. W. Lu, David H. Webber, Leo E. Strine, Jr., Sean J. Griffith Jan 2021

Who Makes Esg? Understanding Stakeholders In The Esg Debate, Matthew Diller, Stephanie Betts, Lorenzo Corte, David M. Silk, Scott V. Simpson, Lisa M. Fairfax, Carmen X. W. Lu, David H. Webber, Leo E. Strine, Jr., Sean J. Griffith

Fordham Journal of Corporate & Financial Law

No abstract provided.


The New Section 1202 Tax-Free Business Sale: Congress Rewards Small Businesses That Survived The Great Recession, Beckett G. Cantley Jan 2012

The New Section 1202 Tax-Free Business Sale: Congress Rewards Small Businesses That Survived The Great Recession, Beckett G. Cantley

Fordham Journal of Corporate & Financial Law

On September 27, 2010, President Barack Obama signed the Creating Small Business Jobs Act of 2010 (“SBJA”) that contains a temporary amendment to Internal Revenue Code (“IRC”) § 1202. The amendment permits original shareholders of eligible corporation stock to sell the stock without being taxed on the sale. The temporary amendment initially only applied to certain stock acquired after the enactment of the SBJA and before January 1, 2011, but the amendment was extended on December 17, 2010 for another year ending January 1, 2012. With the impending sunset of the 15% capital gains rate at the end of 2012, …


Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman Jan 2007

Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman

Fordham Journal of Corporate & Financial Law

No abstract provided.


Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker Jan 2006

Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker

Fordham Journal of Corporate & Financial Law

No abstract provided.


The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion Jan 2006

The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion

Fordham Journal of Corporate & Financial Law

No abstract provided.


Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser Jan 2004

Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser

Fordham Journal of Corporate & Financial Law

No abstract provided.


M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman Jan 1996

M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman

Fordham Journal of Corporate & Financial Law

No abstract provided.