Open Access. Powered by Scholars. Published by Universities.®
- Institution
Articles 1 - 5 of 5
Full-Text Articles in Law
Investing In Corporate Procedure, Jessica M. Erickson
Investing In Corporate Procedure, Jessica M. Erickson
Law Faculty Publications
Corporate litigation is in crisis. At the state level, shareholder lawsuits challenging mergers and other corporate decisions are ubiquitous but rarely end with meaningful relief for shareholders. At the federal level, securities class actions are rife with ethical challenges and low-value settlements. Over the last several decades, multiple groups — including judges, legislatures, and corporate boards — have tried to solve this problem, but all have come up short. This Article argues that the solution lies in rewriting the procedural rules that govern corporate lawsuits. New standing requirements would lead to better screening of these claims. Discovery limits and heightened …
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. …
The New Professional Plaintiffs In Shareholder Litigation, Jessica M. Erickson
The New Professional Plaintiffs In Shareholder Litigation, Jessica M. Erickson
Law Faculty Publications
This Article proceeds in three parts. Part I describes the old professional plaintiffs in shareholder litigation, detailing Congress's efforts in the 1990s to eliminate these plaintiffs. Part II describes the new professional plaintiffs in shareholder litigation, combining empirical data with a discussion of illustrative cases. Part III builds on this discussion by proposing a·new conceptual framework to address the problem of professional plaintiffs in corporate litigation.
The Business Judgment Rule, Disclosure, And Executive Compensation, D. A. Jeremy Telman
The Business Judgment Rule, Disclosure, And Executive Compensation, D. A. Jeremy Telman
Law Faculty Publications
Despite its ubiquity in corporate law, the business judgment rule remains a doctrinal puzzle. Both courts and scholars offer different understandings of the Rule's role in litigation brought against corporate directors and different justifications for its deployment to insulate such directors from liability for breaches of fiduciary duties. This Article rejects all existing justifications for the Rule and argues that the Rule is no longer needed to protect directors from liability either because the justifications offered never made any sense or because directors are now protected by other, statutory means. Rather, the Rule is needed today not to protect directors, …