Open Access. Powered by Scholars. Published by Universities.®
- Institution
- Publication
Articles 1 - 4 of 4
Full-Text Articles in Law
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
Working Paper Series
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement (the signing) and the time the merger is effected and the purchase price paid (the closing). During this period, the business of one of the parties may deteriorate. When this happens to a target company in a cash deal, or to either party in a stock-for-stock deal, the counterparty may no longer want to consummate the transaction. The primary contractual protection parties have in such situations is the merger agreement’s “material adverse change” (MAC) clause. Such clauses are heavily negotiated and …
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Working Paper Series
This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
Working Paper Series
The most fundamental question of corporation law is to whom does the board of directors of a corporation owe its fiduciary duty. Recently, the question has tended to be whether and under what circumstances the board of directors has the duty to maximize stockholder wealth. But if a corporation is insolvent (or close to it), business decisions designed to maximize stockholder wealth may result in a reduction of creditor wealth. Although the conventional wisdom is that creditors must protect themselves by contractual means, there is a substantial body of case law that says that creditors can assert claims sounding in …
Dynamic Economic Analyses Of Selected Provisions Of Corporate Law: The Absolute Delegation Rule, Disclosure Of Intermediate Estimates And Ipo Pricing, Royce De R. Barondes
Dynamic Economic Analyses Of Selected Provisions Of Corporate Law: The Absolute Delegation Rule, Disclosure Of Intermediate Estimates And Ipo Pricing, Royce De R. Barondes
Faculty Publications
This Article examines three separate aspects of the relationships between corporations and their securityholders from a dynamic economic perspective: (i) the feasibility of permitting shareholders to participate in the management of their corporations through the exercise of voting rights, (ii) Rule 3b-6, the safe harbor for projections (the Safe Harbor)8 under the Securities Exchange Act of 1934 (the 1934 Act),9 and (iii) the extraordinary returns available from investing in initial public offerings (IPO's). Three particular dynamic aspects are implicated in these situations.