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Articles 1 - 30 of 173
Full-Text Articles in Law
Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount
Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount
Faculty Publications
Much of the current debate in corporate governance is framed in terms of stakeholder versus shareholder forms of corporate governance. While one would find little debate that stakeholders’ interests are important to any business, there is substantial debate regarding whether any stakeholder besides shareholders should have a formal role in corporate governance. What has been largely ignored in this debate is the issue of private ordering: since corporate law is largely enabling rather than mandatory, can stakeholder governance structures be voluntarily created within the current shareholder-centric default corporate law structure? This article argues that this is clearly the case, sets …
Pricing Disintermediation: Crowdfunding And Online Auction Ipos, A. Christine Hurt
Pricing Disintermediation: Crowdfunding And Online Auction Ipos, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Homeland Self Storage Management, Llc, Et Al., Various Discovery Motions, John J. Goger
Homeland Self Storage Management, Llc, Et Al., Various Discovery Motions, John J. Goger
Georgia Business Court Opinions
No abstract provided.
Rethinking Chutes: Incentives, Investment, And Innovation, Simone M. Sepe, Charles K. Whitehead
Rethinking Chutes: Incentives, Investment, And Innovation, Simone M. Sepe, Charles K. Whitehead
Cornell Law Faculty Publications
Eighty-two percent of public firms have golden parachutes (or “chutes”) under which CEOs and senior officers may be paid tens of millions of dollars upon their employer’s change in control. What justifies such extraordinary payouts?
Much of the conventional analysis views chutes as excessive compensation granted by captured boards, focusing on the payouts that occur following a takeover. Those explanations, if they ever were complete, miss the mark today. This Article demonstrates, theoretically and empirically, that chutes are less relevant to a firm during a takeover than they are before a takeover, particularly in relation to firms that invest in …
Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan
Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan
Faculty Scholarship
This Article presents a simple theory and model of the effects of political uncertainty on the market for IPOs. Our model generates four central predictions: (i) increased political uncertainty reduces the frequency of IPOs; (ii) firms that choose to conduct an IPO during periods of political uncertainty are, on average, of higher quality and generate greater return on investment in the secondary market; (iii) political uncertainty increases the cost of capital for IPO firms; but (iv) underpricing is less pronounced during periods of heightened political uncertainty. We demonstrate that each of these predictions is consistent with available empirical evidence.
Our …
Newsroom: Practicing Law With Amazon.Com, Roger Williams University School Of Law
Newsroom: Practicing Law With Amazon.Com, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
The Three Causes Of Inversions: Reflections On Pfizer/Allergan And Notice 2015-79, Reuven S. Avi-Yonah
The Three Causes Of Inversions: Reflections On Pfizer/Allergan And Notice 2015-79, Reuven S. Avi-Yonah
Law & Economics Working Papers
On November 19, 2015, Treasury released Notice 2015-79 (the “Notice”). The Notice represents Treasury’s most recent response to the second wave of inversions, i.e., transactions in which US corporations become subsidiaries of foreign corporations without a meaningful change in their underlying business or in the location of their corporate headquarters. It follows on the heels of the announcement that Pfizer Inc. is considering a merger with Allergan PLC, an inverted Irish company, and supplements Notice 2014-52 from September 2014. Unfortunately, just like Notice 2014-52, the Notice is unlikely to stem the tide, and is even unlikely to stop Pfizer/Allergan. For …
Homeland Self Storage Management, Llc, Et Ai., Order On Emergency Motion For Order To Show Cause Why Causes Of Action Should Not Be Stricken, John J. Goger
Georgia Business Court Opinions
No abstract provided.
Revising The U.S. Vertical Merger Guidelines: Policy Issues And An Interim Guide For Practitioners, Steven C. Salop, Daniel P. Culley
Revising The U.S. Vertical Merger Guidelines: Policy Issues And An Interim Guide For Practitioners, Steven C. Salop, Daniel P. Culley
Georgetown Law Faculty Publications and Other Works
Mergers and acquisitions are a major component of antitrust law and practice. The U.S. antitrust agencies spend a majority of their time on merger enforcement. The focus of most merger review at the agencies involves horizontal mergers, that is, mergers among firms that compete at the same level of production or distribution.
Vertical mergers combine firms at different levels of production or distribution. In the simplest case, a vertical merger joins together a firm that produces an input (and competes in an input market) with a firm that uses that input to produce output (and competes in an output market). …
Employee Benefits In Acquisitions, Paul M. Hamburger
Employee Benefits In Acquisitions, Paul M. Hamburger
William & Mary Annual Tax Conference
No abstract provided.
21st Century State Taxation Of The Closely Held Business, D. French Slaughter Iii, Duane Dobson
21st Century State Taxation Of The Closely Held Business, D. French Slaughter Iii, Duane Dobson
William & Mary Annual Tax Conference
No abstract provided.
Corporate Tax Update, Andrew F. Gordon, Lisa M. Zarlenga
Corporate Tax Update, Andrew F. Gordon, Lisa M. Zarlenga
William & Mary Annual Tax Conference
No abstract provided.
Getting Up To Speed On Partnership Basis Adjustments, James B. Sowell
Getting Up To Speed On Partnership Basis Adjustments, James B. Sowell
William & Mary Annual Tax Conference
No abstract provided.
Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker
Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker
Faculty Publications By Year
In this Essay, I challenge the conventional corporate law wisdom that unhappy mutual fund investors paying high fees don’t need litigation or regulation to protect their interests because they should simply exit a fund and reinvest elsewhere. The exit solution, advanced by Professors John Morley and Quinn Curtis in Taking Exit Rights Seriously provided an elegantly simply solution to the problem of unhappy indirect investors (e.g., mutual fund investors) given that they are often low-dollar, low-incentive, rationally-apathetic investors facing enormous information asymmetries and collective action problems. According to their view, competition produced by exit, or the threat of exit, is …
Protecting The State From Itself? Regulatory Interventions In Corporate Governance And The Financing Of China's 'State Capitalism', Nicholas C, Howson
Protecting The State From Itself? Regulatory Interventions In Corporate Governance And The Financing Of China's 'State Capitalism', Nicholas C, Howson
Book Chapters
From the start of China’s “corporatization without privatization” process in the late 1980s, a Chinese corporate governance regime, apparently shareholder-empowering and determined by enabling legal norms, has been altered by mandatory governance mechanisms imposed by a state administrative agency, the China Securities Regulatory Commission (CSRC). This has been done to protect minority shareholders against exploitation by the Party-state controlling shareholders, the power behind China’s “state capitalism.” This chapter reviews the path of this benign intervention by the CSRC and the structural reasons for it, and then speculates on why this novel example of the China’s “fragmented authoritarianism” continues to be …
Predictix, Llc, Order And Final Judgment On Business Valuation Proceeding Pursuant To O.C.G.A. § 14-11-1011, Elizabeth E. Long
Predictix, Llc, Order And Final Judgment On Business Valuation Proceeding Pursuant To O.C.G.A. § 14-11-1011, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Could Corporations Become A Vehicle For Social Change?, Michele Benedetto Neitz
Could Corporations Become A Vehicle For Social Change?, Michele Benedetto Neitz
Publications
The for-profit tide is changing. The rising number of business owners using the corporate form to achieve goals other than profits raises an interesting question: Are we entering a new post-profit era for corporations?
Becker V. Becker, 131 Nev. Adv. Op. 85 (Oct. 29, 2015), Paul George
Becker V. Becker, 131 Nev. Adv. Op. 85 (Oct. 29, 2015), Paul George
Nevada Supreme Court Summaries
In response to a certified question by the United States Bankruptcy Court for the District of Nevada, the Court concluded that under NRS 21.090(1)(bb) a debtor can exempt his stock in the corporations described in NRS 78.746(2), but his economic interest in that stock is still subject to the charging order remedy in NRS 78.746(1).
Raser Technologies Order On Defendants' Motion To Temporarily Stay Proceedings Pending A Related U.S Supreme Court Decision, John J. Goger
Raser Technologies Order On Defendants' Motion To Temporarily Stay Proceedings Pending A Related U.S Supreme Court Decision, John J. Goger
Georgia Business Court Opinions
No abstract provided.
Non-Party John W. Robinson Iii's Application For Protective Order, John J. Goger
Non-Party John W. Robinson Iii's Application For Protective Order, John J. Goger
Georgia Business Court Opinions
No abstract provided.
Predictix, Llc, Order On Motion To Compel, Elizabeth E. Long
Predictix, Llc, Order On Motion To Compel, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Spinosa Order On Plaintiff's Motion To Compel Discovery, Alice D. Bonner
Spinosa Order On Plaintiff's Motion To Compel Discovery, Alice D. Bonner
Georgia Business Court Opinions
No abstract provided.
Suntrust Banks, Inc., Et Al., Order On Motion For Partial Judgment On The Pleadings, Alice D. Bonner
Suntrust Banks, Inc., Et Al., Order On Motion For Partial Judgment On The Pleadings, Alice D. Bonner
Georgia Business Court Opinions
No abstract provided.
The Way We Pay Now: Understanding And Evaluating Performance-Based Executive Pay, David I. Walker
The Way We Pay Now: Understanding And Evaluating Performance-Based Executive Pay, David I. Walker
Faculty Scholarship
Over the last ten years, performance-based equity pay, and particularly performance shares, have displaced stock options as the primary instrument for compensating executives of large, public companies in the U.S. This article examines that transformation, analyzing the structure and incentive properties of these newly important instruments and evaluating the benefits and risks from an investor’s perspective. Notable observations include the following: Although technically “stock” instruments, performance shares mimic the incentive characteristics of options. But performance shares avoid the tax, accounting, and other constraints that have led to uniform grants of non-indexed, at the money options. Performance share plans can be …
Newsroom: Fcc's Sohn On Consumer Protection, Roger Williams University School Of Law
Newsroom: Fcc's Sohn On Consumer Protection, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
State Of Georgia Order On Defendants Alan Yeager And Aes Claims Partners, Llc's Motion To Stay Proceedings And Compel Arbitration, Melvin K. Westmoreland
State Of Georgia Order On Defendants Alan Yeager And Aes Claims Partners, Llc's Motion To Stay Proceedings And Compel Arbitration, Melvin K. Westmoreland
Georgia Business Court Opinions
No abstract provided.
The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis
The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis
Articles
This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm …
Global Aerospace, Inc. Final Judgment And Order On Motions For Summary Judgment, Elizabeth E. Long
Global Aerospace, Inc. Final Judgment And Order On Motions For Summary Judgment, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Trending @ Rwulaw: Lorraine Lalli's Post: Coming Home, Lorraine Lalli
Trending @ Rwulaw: Lorraine Lalli's Post: Coming Home, Lorraine Lalli
Law School Blogs
No abstract provided.
Cguppi: Scoring Incentives To Engage In Parallel Accommodating Conduct, Serge Moresi, David Reitman, Steven C. Salop, Yianis Sarafidis
Cguppi: Scoring Incentives To Engage In Parallel Accommodating Conduct, Serge Moresi, David Reitman, Steven C. Salop, Yianis Sarafidis
Georgetown Law Faculty Publications and Other Works
We propose an index for scoring coordination incentives, which we call the “coordination GUPPI” or cGUPPI. While the cGUPPI can be applied to a wide range of coordinated effects concerns, it is particularly relevant for gauging concerns of parallel accommodating conduct (PAC), a concept that received due prominence in the 2010 U.S. Horizontal Merger Guidelines. PAC is a type of coordinated conduct whereby a firm raises price with the expectation—but without any prior agreement—that one or more other firms will follow and match the price increase. The cGUPPI is the highest uniform price increase that all the would-be coordinating firms …