Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Articles 1 - 5 of 5

Full-Text Articles in Law

Normalizing Match Rights, Brian J.M. Quinn Nov 2010

Normalizing Match Rights, Brian J.M. Quinn

Boston College Law School Faculty Papers

Argues that Delaware courts subject matching rights in merger agreements to a higher level of scrutiny when challenged.


Optionality In Merger Agreements, Brian J.M. Quinn Oct 2010

Optionality In Merger Agreements, Brian J.M. Quinn

Boston College Law School Faculty Papers

The credit crisis of 2008 and the subsequent collapse of a number of high-profile acquisition transactions put a spotlight on contracting practices that embedded optionality into merger agreements by way of the reverse termination fee and its attendant triggers. This article examines whether reverse termination fees are a symmetrical response to the seller's judicially mandated fiduciary termination right and whether such fees represent an efficient transactional term. A series of Delaware cases over the last decade limited the degree to which buyers could rely on deal protection measures in merger agreements to prevent a seller from accepting a superior ...


Asset Specificity And Transaction Structures: A Case Study Of @Home Corporation, Brian J.M. Quinn Apr 2010

Asset Specificity And Transaction Structures: A Case Study Of @Home Corporation, Brian J.M. Quinn

Boston College Law School Faculty Papers

This is a case study of asset specific investments, a class of transactions that is well understood in the context of economic theory but that is under-analyzed empirically. Because specific investments are particular to a single location, use or customer, their next best use is of much lower value than the use for which they are initially intended. Consequently, asset specific investments face the threat of ex post opportunism and allocative inefficiency. This contracting problem is particularly difficult when firms that are otherwise rivals must coordinate individual investments to create a shared resource. In such cases, generating credible expectations of ...


The Moral Responsibility Of The Corporate Lawyer, Judith A. Mcmorrow, Luke M. Scheuer Jan 2010

The Moral Responsibility Of The Corporate Lawyer, Judith A. Mcmorrow, Luke M. Scheuer

Boston College Law School Faculty Papers

Lawyers traditionally claim that they are not morally accountable for the goals or activities of their clients that are within the bounds of the law. This essay explores this concept of non-accountability in the context of corporate transactional representation. We argue that corporate lawyers, whose practice is forward looking, undertaken on behalf of corporate clients who have legally impaired ability to engage in independent moral reasoning, and who function in a world of relatively minimal legal oversight (i.e. whose work is furthest from the model of the adversary system) cannot persuasively claim that they are not morally responsible for ...


Corporate Governance And Accountability, Renee M. Jones Jan 2010

Corporate Governance And Accountability, Renee M. Jones

Boston College Law School Faculty Papers

This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The ...