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Full-Text Articles in Law
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Journal Articles
One of the most crucial, but systematically neglected, comparative differences between corporate law systems in Europe and in the United States concerns the regulations governing freeze-out transactions in listed corporations. Freeze-outs can be defined as transactions in which the controlling shareholder exercises a legal right to buy out the shares of the minority, and consequently delists the corporation and brings it private. Beyond this essential definition, the systems diverge profoundly.
This gap exists despite the fact that minority freeze-outs are one of the most debated issues in corporate law, in the public media, in a vast body of scholarly work …
The False Promise Of One Share, One Vote, Grant M. Hayden, Matthew T. Bodie
The False Promise Of One Share, One Vote, Grant M. Hayden, Matthew T. Bodie
All Faculty Scholarship
Shareholder democracy has blossomed. The once moribund shareholder franchise is now critical in takeover contests, merger decisions, and board oversight. However, the mechanisms of this vote remain largely under theorized. In this Article, we use voting rights and social choice theory to develop a new approach to the corporate franchise. Political democracies typically tie the right to vote to the level of a person's interest in the outcome of the election. Corporate democracies, on the other hand, tend to define the requisite institutional interest quite narrowly, and thus restrict the right to vote to shareholders alone. This restriction has found …
Liability For Misleading Statements Under Section 11, Ted J. Fiflis
Liability For Misleading Statements Under Section 11, Ted J. Fiflis
Publications
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