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Full-Text Articles in Law
Transforming The Allocation Of Deal Risk Through Reverse Termination Fees, Afra Afsharipour
Transforming The Allocation Of Deal Risk Through Reverse Termination Fees, Afra Afsharipour
Vanderbilt Law Review
Acquisition agreements are peppered with various provisions designed to mitigate, allocate, or address the ramifications of deal risk. The potential for deal risk is particularly pronounced in acquisition transactions involving public companies, which generally entail a significant interim period between the date of the signing of the acquisition agreement and the date of the completion of the transaction. Allocation of deal risk is a vital component of deals where millions, if not billions, of dollars are at stake for buyers and sellers, as well as their shareholders and stakeholders. Perhaps the most obvious deal risk is of one party abandoning …
Citizens United & Corporate & Human Crime, Christopher Slobogin
Citizens United & Corporate & Human Crime, Christopher Slobogin
Vanderbilt Law School Faculty Publications
Citizens United v. Election Commission held that, like human citizens, corporations can exercise their right to free speech by spending as much money as they like trying to influence elections. This article does not attack or defend that decision, but rather explores its implications for criminal liability, corporate and otherwise. Most prominently, Citizens United reinforces the long-accepted but still highly controversial proposition that, despite their inanimate nature, corporations can be criminally prosecuted for harm they cause. Less obviously, Citizens United provides fodder for those who would soften current corporate liability and punishment rules. Less obviously still, the decision could bolster …
The Role Of Independent Directors In Startup Firms, Brian Broughman
The Role Of Independent Directors In Startup Firms, Brian Broughman
Vanderbilt Law School Faculty Publications
This Article develops a new theory to explain the widespread use of independent directors in the governance of startup firms. Privately held startups often assign a tie-breaking board seat to a third-party independent director. This practice cannot be explained by the existing corporate governance literature, which relies on diffuse ownership and passive investment-features unique to the publicly traded firm. To develop an alternative theory, I model a financing contract between an entrepreneur and a venture capital investor. I show that allocating a tie- breaking vote to an unbiased third party can prevent opportunistic behavior that would occur if the firm …