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Articles 1 - 17 of 17
Full-Text Articles in Law
Limits Of Disclosure, Steven Davidoff Solomon, Claire Hill
Limits Of Disclosure, Steven Davidoff Solomon, Claire Hill
Steven Davidoff Solomon
Disclosure has its limits. One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. But most of the criticisms of disclosure relate to retail investors. The securities at issue in the crisis were mostly sold to sophisticated institutions. Whatever retail investors’ shortcomings may be, we would expect sophisticated investors to make well-informed investment decisions. But many sophisticated investors appear to have made investment decisions without making much use of the disclosure. We discuss another example where disclosure did not work as intended: executive compensation. The theory behind more …
Regulating Listings In A Global Market, Steven M. Davidoff
Regulating Listings In A Global Market, Steven M. Davidoff
Steven Davidoff Solomon
No abstract provided.
A Great Game: The Dynamics Of State Competition And Litigation, Matthew D. Cain, Steven Davidoff Solomon
A Great Game: The Dynamics Of State Competition And Litigation, Matthew D. Cain, Steven Davidoff Solomon
Steven Davidoff Solomon
We theorize a multi-dimensional picture of jurisdictional competition for corporate litigation. We test this theory by examining merger litigation in a hand-collected sample of 1117 takeovers from 2005 to 2011. We find evidence of state competition for merger litigation. Entrepreneurial plaintiffs' attorneys drive this competition by bringing suits in jurisdictions which have previously awarded more favorable judgments and higher fees and by avoiding unfavorable jurisdictions. States with an apparent interest in attracting corporate litigation respond in-kind by adjusting judgments and awards to re-attract litigation. These states award higher attorneys' fees and dismiss fewer cases when attorneys have been migrating to …
A Comparative Study Of The Jewish And The United States Constitutional Law Of Capital Punishment, Steven Davidoff
A Comparative Study Of The Jewish And The United States Constitutional Law Of Capital Punishment, Steven Davidoff
Steven Davidoff Solomon
The Jewish view on the death penalty is that it should exist but it should never be used .... [lI]t is Governor Pataki's job to ensure :order. But he must remember that as a leader he must exhibit attributes of both the father and the mother. Governor Pataki is a nice man. But if he acts on the death penalty, he will be the leader of a bloody government
After The Deal: Fannie, Freddie, And The Financial Crisis Aftermath, Steven Davidoff Solomon, David Zaring
After The Deal: Fannie, Freddie, And The Financial Crisis Aftermath, Steven Davidoff Solomon, David Zaring
Steven Davidoff Solomon
No abstract provided.
Getting U.S. Security Holders To The Party: The Sec's Cross-Border Release Five Years On, Brett A. Carron, Steven M. Davidoff Solomon
Getting U.S. Security Holders To The Party: The Sec's Cross-Border Release Five Years On, Brett A. Carron, Steven M. Davidoff Solomon
Steven Davidoff Solomon
This Article attempts, on the basis of five years of practice and legal development, to pinpoint those areas where the Cross-Border Rules appear to be working; highlight where changes might be beneficial; and suggest possible improvements, reforms, and revisions that would better provide participants with the flexibility that the SEC originally intended. Ultimately, the conclusions and analysis herein, although critical, are not pessimistic. The general purpose of the Cross-Border Rules, and their broad outline, are sensible. The devil is mainly in the details.
Broken Promises: The Role Of Reputation In Private Equity Contracting And Strategic Default, Matthew D. Cain, Antonio J. Macias, Steven Davidoff Solomon
Broken Promises: The Role Of Reputation In Private Equity Contracting And Strategic Default, Matthew D. Cain, Antonio J. Macias, Steven Davidoff Solomon
Steven Davidoff Solomon
No abstract provided.
How Corporate Governance Is Made: The Case Of The Golden Leash, Sean J. Griffith, Matthew D. Cain Ph.D., Jill E. Fisch, Steven D. Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Sean J. Griffith, Matthew D. Cain Ph.D., Jill E. Fisch, Steven D. Solomon
Steven Davidoff Solomon
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 …
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
Steven Davidoff Solomon
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 …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Sean J. Griffith, Steven D. Solomon, Jill E. Fisch
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Sean J. Griffith, Steven D. Solomon, Jill E. Fisch
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
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
Steven Davidoff Solomon
No abstract provided.
Fairness Opinions, Steven M. Davidoff
Fairness Opinions, Steven M. Davidoff
Steven Davidoff Solomon
This Article re-examines the fairness opinion, as well as its role and necessity in corporate control transactions. This Article argues that today's fairness opinion regime is deeply flawed and, as a consequence, a fairness opinion has little meaning. The reasons are primarily this: the financial analyses underlying fairness opinions, as currently prepared by investment banks, are prone to excessive subjectivity and are frequently the product of valuation techniques that are not in accord with best practices. These defects are exacerbated by the recurring problem of these same investment banks who are conflicted in their provision of these opinions. Meanwhile, SEC …
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Steven Davidoff Solomon
One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. Many commentators have emphasized the complexity of the securities being sold, arguing that no one could understand the disclosure. Some observers have noted that disclosures were sometimes false or incomplete. What follows these issues, to some commentators, is that, whatever other lessons we may learn from the crisis, we need to improve disclosure. How should it be improved? Commentators often lament the frailties of human understanding, notably including those of everyday retail investors—people who do not understand or …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
Lock-Up Creep, Christina M. Sautter, Steven M. Davidoff
Lock-Up Creep, Christina M. Sautter, Steven M. Davidoff
Steven Davidoff Solomon
In recent years, the number and type of merger agreement lock-ups have significantly increased, a phenomenon we term “lock-up creep”. Not only have new lock- ups arisen, but the terms of these lock-ups have become ever-more negotiated, intricate, and varied. This Article analyzes the causes of lock-up creep and assesses lock-up creep’s effect on the takeover market.
Black Market Capital, Steven Davidoff
Black Market Capital, Steven Davidoff
Steven Davidoff Solomon
Hedge funds and private equity offer unique investing opportunities, including the possibility for diversified and excess returns. Yet, current federal securities regulation effectively prohibits the public offer and purchase in the United States of these hedge fund and private equity investments. Public investors, foreclosed from purchasing hedge funds and private equity, instead seek to replicate their benefits. This demand drives public investors to substitute less-suitable, publicly available investments which attempt to mimic the characteristics of hedge funds or private equity. This effect, which this Article terms black market capital, is an economic spur for a number of recent capital markets …
Getting U.S. Security Holders To The Party: The Sec's Cross-Border Release Five Years On, Steven Davidoff, Brett Carron
Getting U.S. Security Holders To The Party: The Sec's Cross-Border Release Five Years On, Steven Davidoff, Brett Carron
Steven Davidoff Solomon
On October 22, 1999, the SEC in the Cross-Border Adopting Release adopted new rules relating to cross-border tender and exchange offers, business combinations, and rights offerings. These rules were enacted as part of an ambitious program by the SEC staff to shepherd the U.S. federal securities laws into the international age by facilitating the inclusion in cross-border takeovers of previously excluded U.S. holders. Five years on, the full impact of the Cross-Border Rules on the international market remains uncertain and rules that were expressly intended to facilitate the inclusion of U.S. security holders in cross-border takeovers have, in many instances, …