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Asking The Right Question: The Statutory Right Of Appraisal And Efficient Markets, Jonathan Macey, Joshua Mitts
Asking The Right Question: The Statutory Right Of Appraisal And Efficient Markets, Jonathan Macey, Joshua Mitts
Faculty Scholarship
In this article, we make several contributions to the literature on appraisal rights and cases in which courts assign values to a company's shares in the litigation context. First, we applaud the recent trend in Delaware cases to consider the market prices of the stock of the company being valued if that stock trades in an efficient market, and we defend this market-oriented methodology against claims that recent discoveries in behavioral finance indicate that share prices are unreliable due to various cognitive biases. Next, we propose that the framework and methodology for utilizing market prices be clarified. We maintain that …
Board 3.0: An Introduction, Ronald J. Gilson, Jeffrey N. Gordon
Board 3.0: An Introduction, Ronald J. Gilson, Jeffrey N. Gordon
Faculty Scholarship
This essay sketches out the case for a new model for public company boards: Board 3.0. The now-dominant public board model is an organizational experiment begun approximately 40 years ago, which replaced a prior organizational form that had fallen short. The current model, the “monitoring board,” is dominated by part-time independent directors who are dependent on company management for information and are otherwise heavily influenced by stock market prices as the measure of managerial performance. We have seen a recurrent pattern of monitoring boards composed of talented people that fail to effectively monitor. Nevertheless, when companies fall short in business …