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Full-Text Articles in Law
The Gatekeepers Of Shareholder Litigation, Jessica Erickson
The Gatekeepers Of Shareholder Litigation, Jessica Erickson
Law Faculty Publications
Concerns over agency costs dominate corporate law. The central challenge is ensuring that directors act in the corporation's best interests, rather than their own best interests. Shareholder litigation is a key tool in controlling these agency costs. If directors cross the line, the law provides an array of litigation options that shareholders can use to hold directors accountable. Shareholders can file securities class actions if directors lie to them. They can file shareholder derivative suits if directors engage in egregious misconduct. And they can file lawsuits under both state and federal law if directors try to sell the company at …
Corporate Family Law, Allison Anna Tait
Corporate Family Law, Allison Anna Tait
Law Faculty Publications
There is no such thing as corporate family law. But there are corporate families, and corporate families fight. What happens when corporate family members fight and the conflict is so severe that one or more of the parties wants out of the corporate relationship? Corporate law provides some solutions, but they are shaped by the assumption that all parties will bargain effectively for protections when seeking to exit a corporate relationship. Under this theory, family business is, after all, just business. The problem with this assumption is that corporate family members do not bargain the way that corporate law expects. …
To Thine Own Ceo Be True: Tailoring Ceo Compensation To Individual Personality And Circumstances, William O. Fisher
To Thine Own Ceo Be True: Tailoring Ceo Compensation To Individual Personality And Circumstances, William O. Fisher
Law Faculty Publications
Eight-figure compensation. Cash. Restricted stock. Options. Performance shares. And more. Companies shower their CEOs with pay in large amounts, delivered in multiple ways, and dependent on complex and intricate formulae. It is all intended to motivate the top officers to make decisions that will best benefit their companies. Common sense tells us that the value of a complicated, multifaceted pay package- and hence its ability to motivate- will depend on the psychological characteristics and financial circumstances of the particular executive being paid. Economic theory and empirical studies confirm this intuition. Yet, companies generally ignore these vital factors. Substantive and disclosure …
Piling On? An Empirical Study Of Parallel Derivative Suits, Jessica Erickson
Piling On? An Empirical Study Of Parallel Derivative Suits, Jessica Erickson
Law Faculty Publications
Using a sample of all companies named as defendants in securities class actions between July 1, 2005 and December 31, 2008, we study parallel suits relying on state corporate law arising out of the same allegations as the securities class actions. We test several ways that parallel suits may add value to a securities class action. Most parallel suits target cases involving obvious indicia of wrongdoing. Moreover, we find that although a modest percentage of parallel suits are filed first, over 80 percent are filed after a securities class action (termed “follow-on” parallel suits). We find that parallel suits and, …
Restoring Pre-Existing Compliance Through The Fcpa Pilot Program, Andrew B. Spalding
Restoring Pre-Existing Compliance Through The Fcpa Pilot Program, Andrew B. Spalding
Law Faculty Publications
For a quarter-century, incentives to invest in corporate compliance programs have been a cornerstone of federal white-collar enforcement. But the U.S. Department of Justice's most recent announcement of anti-bribery enforcement policy-the FCPA Pilot Program-takes a peculiar and possibly inadvertent turn. In providing newly transparent and explicit penalty reductions, and rolling out the Department's declination policy, the program neglects to incentivize investments in pre-existing compliance. Though remedial, or postviolation, compliance receives a newly heightened importance, pre-existing compliance receives virtually no attention. This is strange, but should not be understood as a new policy change on the benefits of pre-existing compliance; no …