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Full-Text Articles in Law
Sales And Elections As Methods For Transferring Corporate Control, Ronald J. Gilson, Alan Schwartz
Sales And Elections As Methods For Transferring Corporate Control, Ronald J. Gilson, Alan Schwartz
Faculty Scholarship
Delaware case law has rendered the tender offer obsolete as a method for purchasing a company whose directors oppose the acquisition. A potential acquirer facing target opposition today must run an insurgent director slate, in the expectation that its directors are more likely to sell. The Delaware courts have not justified their preference for elections over markets as the preferred vehicle for implementing changes in control. Informal scholarly analyses ask transaction cost questions, such as whether proxy contests are more costly than takeovers. This article attempts to break new ground by asking whether there are systematic differences in the performance …
Voting (Insincerely) In Corporate Law, Zohar Goshen
Voting (Insincerely) In Corporate Law, Zohar Goshen
Faculty Scholarship
Voting lies at the center of collective decision-making in corporate law. While scholars have identified various problems with the voting mechanism, insincere voting — in the forms of strategic voting and conflict of interests voting — is perhaps the most fundamental. This article shows that insincere voting distorts the voting mechanism at its core, undermining its ability to determine transaction efficiency. As further demonstrated, strategic and conflict of interests problems frequently coincide with one another: voting strategically often means being in conflict, and many fact patterns present aspects of both problems. Finally, this article claims that although the two problems …