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Issuing New Shares And Preemptive Rights: A Comparative Analysis, Marco Ventoruzzo
Issuing New Shares And Preemptive Rights: A Comparative Analysis, Marco Ventoruzzo
Journal Articles
The question of whether the corporate law of Europe and America are converging is still largely unanswered. One fundamental area in which the two systems diverge concerns how they regulate the issuing of new shares, in particular preemptive rights, a problem rarely addressed by comparative corporate law scholars. This essay fills that gap by examining the major comparative differences between the approaches followed on the two sides of the Atlantic, and offers some possible explanations for this divergence.
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Journal Articles
Fiduciary outs are virtually ubiquitous in acquisition agreements, but almost unheard of in other contexts. This is because the fiduciary out is an inherently problematic device. Although it is not intended to do so, it almost necessarily transforms an agreement into an option in the hands of one party. Nevertheless, fiduciary outs make sense in the context of acquisition agreements. This is because fiduciary outs are essentially contractual proxies for fiduciary duties. As such, they have the same purpose: to protect shareholders from abuse at the hands of directors. Fiduciary outs do this in the context of acquisition agreements by …