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Full-Text Articles in Law
Unregulable Defenses And The Perils Of Shareholder Choice, Jennifer Arlen, Eric L. Talley
Unregulable Defenses And The Perils Of Shareholder Choice, Jennifer Arlen, Eric L. Talley
Faculty Scholarship
A significant debate rages within corporate law scholarship as to whether shareholders or managers should be granted authority over the tender offer process once a bid is imminent. Both sides generally agree that the issue depends on whether shareholders are capable of exercising informed choice over takeover bids. Supporters of managerial veto power contend that the arguments favoring professional management of publicly held firms carry over into the tender offer context. Proponents of shareholder choice, on the other hand, argue that shareholders can act on their own behalf in the special circumstances surrounding contests for corporate control.
This Article challenges …
The Efficiency Of Controlling Corporate Self-Dealing: Theory Meets Reality, Zohar Goshen
The Efficiency Of Controlling Corporate Self-Dealing: Theory Meets Reality, Zohar Goshen
Faculty Scholarship
Corporate self-dealing may be controlled either by legal rules or by the unconstrained forces of the market. The regulatory options include an absolute prohibition on self-dealing, a prohibition on voting with conflicting interests (the "majority of the minority" requirement), and an imposition of fairness duties (the 'fairness test"). Using an economic analysis, this Article presents a unique theoretical framework for evaluating the relative efficiency of the attempts to control self-dealing adopted by five countries: The United States (Delaware in particular), the United Kingdom, Canada, Germany, and Italy.
The Article's analysis of the self-dealing problem is based on the novel theory …