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Articles 1 - 19 of 19
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 …
One-Tier Vs. Two-Tier Board Structure: A Comparison Between The United States And Germany, David Block, Anne-Marie Gerstner
One-Tier Vs. Two-Tier Board Structure: A Comparison Between The United States And Germany, David Block, Anne-Marie Gerstner
Comparative Corporate Governance and Financial Regulation
No abstract provided.
The Structure Of Corporate Ownership And Control, Sophia Dai, Christian Helfrich
The Structure Of Corporate Ownership And Control, Sophia Dai, Christian Helfrich
Comparative Corporate Governance and Financial Regulation
No abstract provided.
The Manner In Which Corporate Law And Financial Regulations Are Made, Supawich Sirikanchana, Sharareh Zand
The Manner In Which Corporate Law And Financial Regulations Are Made, Supawich Sirikanchana, Sharareh Zand
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Dual Class Shares, Katie Bentel, Gabriel Walter
Dual Class Shares, Katie Bentel, Gabriel Walter
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Notable Governance Failures: Enron, Siemens And Beyond, Michael Primbs, Clara Wang
Notable Governance Failures: Enron, Siemens And Beyond, Michael Primbs, Clara Wang
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Executive Compensation, Moritz Reinhard, Daniel Velazquez Escobar
Executive Compensation, Moritz Reinhard, Daniel Velazquez Escobar
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Securities Regulation In Germany And The U.S., Marvin Fechner, Travis Tipton
Securities Regulation In Germany And The U.S., Marvin Fechner, Travis Tipton
Comparative Corporate Governance and Financial Regulation
No abstract provided.
The Role Of Private Litigation, Benedict Heil, Benjamin Lee
The Role Of Private Litigation, Benedict Heil, Benjamin Lee
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Executive Compensation: Mannesmann V. Disney - A Case Study, Do Hee Jeong, Maurice Weidhaas
Executive Compensation: Mannesmann V. Disney - A Case Study, Do Hee Jeong, Maurice Weidhaas
Comparative Corporate Governance and Financial Regulation
No abstract provided.
Shareholders Vs Stakeholders Capitalism, Fabian Brandt, Konstantinos Georgiou
Shareholders Vs Stakeholders Capitalism, Fabian Brandt, Konstantinos Georgiou
Comparative Corporate Governance and Financial Regulation
With the growth of the economies worldwide the debate between shareholder and stakeholder capitalism has never been more intense than nowadays. Each country though incorporates this debate differently in its interior market since its corporate governance’s structures present distinguished characteristics. Thus, by bringing into this debate countries like Germany and the USA, the distinction between shareholders and stakeholders’ interests becomes clearer. Countries based on the Anglo-Saxon business model like the USA are in favor of a “shareholder primacy” based system setting as their optimal goal the maximization of shareholder value. On the other hand, countries like Germany seem to have …
Gender Diversity On Corporate Boards: The Competing Perspectives In The U.S. And The Eu, Tyler Winters, Madhuri Jacobs-Sharma
Gender Diversity On Corporate Boards: The Competing Perspectives In The U.S. And The Eu, Tyler Winters, Madhuri Jacobs-Sharma
Comparative Corporate Governance and Financial Regulation
No abstract provided.
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
All Faculty Scholarship
This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them.
The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …
Line Drawing In Corporate Rights Determinations, Elizabeth Pollman
Line Drawing In Corporate Rights Determinations, Elizabeth Pollman
All Faculty Scholarship
This essay was written for the 21st Annual Clifford Symposium: The Supreme Court, Business, and Civil Justice. The essay argues that existing lines drawn between corporations may be a useful starting place for analyzing the rights of corporations, but caution must be used because the lines drawn in other areas were done for various policy reasons in different contexts that may not map onto the corporate rights determination. Attention should be paid to the specific characteristics of corporations that are relevant to the right at stake and the basis for extending protection. The key contribution of this essay is to …
Corporate Law And Theory In Hobby Lobby, Elizabeth Pollman
Corporate Law And Theory In Hobby Lobby, Elizabeth Pollman
All Faculty Scholarship
Does a business corporation constitute a “person” that can “exercise religion” under the Religious Freedom Restoration Act of 1993? In Burwell v. Hobby Lobby Stores, Inc., the Supreme Court answered this novel question in the affirmative, but this chapter shows that its anemic treatment of corporate law and theory provided little guidance on how to implement and limit the landmark ruling. This chapter critically examines the issues of corporate law and theory driving the Court’s analysis: (1) the theory of the corporation as a right holder; (2) corporate purpose; (3) the “closely held” category; and (4) state corporate law as …
The New Governance And The Challenge Of Litigation Bylaws, Jill E. Fisch
The New Governance And The Challenge Of Litigation Bylaws, Jill E. Fisch
All Faculty Scholarship
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”
Delaware law has largely taken …
Does Majority Voting Improve Board Accountability?, Stephen Choi, Jill E. Fisch, Marcel Kahan, Edward B. Rock
Does Majority Voting Improve Board Accountability?, Stephen Choi, Jill E. Fisch, Marcel Kahan, Edward B. Rock
All Faculty Scholarship
Directors have traditionally been elected by a plurality of the votes cast. This means that in uncontested elections, a candidate who receives even a single vote is elected. Proponents of “shareholder democracy” have advocated a shift to a majority voting rule in which a candidate must receive a majority of the votes cast to be elected. Over the past decade, they have been successful, and the shift to majority voting has been one of the most popular and successful governance reforms.
Yet critics are sceptical as to whether majority voting improves board accountability. Tellingly, directors of companies with majority voting …
Governmental Intervention In An Economic Crisis, Robert K. Rasmussen, David A. Skeel Jr.
Governmental Intervention In An Economic Crisis, Robert K. Rasmussen, David A. Skeel Jr.
All Faculty Scholarship
This paper articulates a framework both for assessing the various government bailouts that took place at the onset of Great Recession and for guiding future rescue efforts when they become necessary. The goals for those engineering a bailout should be to be as transparent as possible, to articulate clearly the reason for the intervention, to respect existing priorities among investors, to exercise control only at the top level where such efforts can be seen by the public, and to exit as soon as possible. By these metrics, some of the recent bailouts should be applauded, while others fell short. We …
Constitutionalizing Corporate Law, Elizabeth Pollman
Constitutionalizing Corporate Law, Elizabeth Pollman
All Faculty Scholarship
The Supreme Court has recently decided some of the most important and controversial cases involving the federal rights of corporations in over two hundred years of jurisprudence. In rulings ranging from corporate political spending to religious liberty rights, the Court has dramatically expanded the zone in which corporations can act free from regulation. This Article argues these decisions represent a doctrinal shift, even from previous cases granting rights to corporations. The modern corporate rights doctrine has put unprecedented weight on state corporate law to act as a mechanism for resolving disputes among corporate participants regarding the expressive and religious activity …