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Series

SSRN

Business Organizations Law

2014

Articles 1 - 8 of 8

Full-Text Articles in Law

Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer Jan 2014

Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer

Faculty Scholarship

This chapter of the Oxford Handbook on Corporate Law and Governance canvasses a broad range of ways that tax influences managerial agency costs, focusing especially on the United States. In doing so, this chapter has two goals. The first is to help corporate law experts target managerial agency costs more effectively. The analysis here flags when tax is likely to exacerbate agency costs, and when it is likely to mitigate them. Armed with this information, corporate law experts have a better sense of how vigorous a contractual or corporate law response they need. In some cases, a change in the ...


The Uncertain Future Of The Corporate Contribution Ban, Richard Briffault Jan 2014

The Uncertain Future Of The Corporate Contribution Ban, Richard Briffault

Faculty Scholarship

Concern about the role of corporate money has been a longstanding theme in American politics. The first permanent federal campaign finance law – the Tillman Act of 1907 – prohibited federally-chartered corporations from making contributions in any election and prohibited all corporations from making contributions in federal elections. Subsequently amended, continued, and strengthened over a century the federal corporate contribution ban is still on the books. Twenty-one states also prohibit corporate contributions to candidates in state elections.

The Supreme Court sustained the federal corporate contribution ban as recently as 2003 in FEC v. Beaumont, but that decision and the corporate contribution ban ...


Fee-Shifting Bylaw And Charter Provisions: Can They Apply In Federal Court? – The Case For Preemption, John C. Coffee Jr. Jan 2014

Fee-Shifting Bylaw And Charter Provisions: Can They Apply In Federal Court? – The Case For Preemption, John C. Coffee Jr.

Faculty Scholarship

In the first months after a decision of the Delaware Supreme Court upholding a fee-shifting bylaw under which the unsuccessful plaintiff shareholder was required to reimburse all defendants for their legal and other expenses in the litigation, some 24 public companies adopted a similar provision – either by means of a board-adopted bylaw or by placing such a provision in their certificate of incorporation (in the case of companies undergoing an IPO). In effect, private ordering is introducing a one-sided version of the “loser pays” rules. Indeed, as drafted, these provisions typically require a plaintiff who is not completely successful to ...


The Nordic Model In An International Perspective: The Role Of Ownership, Ronald J. Gilson Jan 2014

The Nordic Model In An International Perspective: The Role Of Ownership, Ronald J. Gilson

Faculty Scholarship

This essay appears in a book entitled the Nordic Corporate Governance Model (Per Lekvall ed. 2014). It presents the Nordic country’s governance pattern as an ownership model, in contrast to the Anglo-Saxon model of dispersed shareholders. An ownership model contemplates an active controlling owner who addresses the agency problem confronting public corporations with dispersed shareholders, and a larger role for minority shareholders and courts in constraining the potential for self-dealing by the controlling owner. The essay concludes by noting the great increase in institutional ownership in the Nordic countries, especially Sweden, and raises the question of the role of ...


The Nordic Corporate Governance Model, Per Lekvall, Ronald J. Gilson, Jesper Lau Hansen, Carsten Lønfeldt, Manne Airaksinen, Tom Berglund, Tom Von Weymarn, Gudmund Knudsen, Harald Norvik, Rolf Skog, Erik Sjöman Jan 2014

The Nordic Corporate Governance Model, Per Lekvall, Ronald J. Gilson, Jesper Lau Hansen, Carsten Lønfeldt, Manne Airaksinen, Tom Berglund, Tom Von Weymarn, Gudmund Knudsen, Harald Norvik, Rolf Skog, Erik Sjöman

Faculty Scholarship

The Nordic Region is remarkable in many ways and has been the subject of increasing interest over the past years. The five countries of Denmark, Finland, Iceland, Norway and Sweden are culturally closely aligned and combine a well-functioning business sector and high GDP with an expansive welfare state and high taxes. What has been well less known outside the Nordic Region is the shared corporate governance model used by companies and for the first time a comprehensive study is available in English to explain this model.

The main part of the study is the condensed presentation of the Nordic CG ...


Merger Control Procedures And Institutions: A Comparison Of The Eu And Us Practice, William E. Kovacic, Petros C. Mavroidis, Damien J. Neven Jan 2014

Merger Control Procedures And Institutions: A Comparison Of The Eu And Us Practice, William E. Kovacic, Petros C. Mavroidis, Damien J. Neven

Faculty Scholarship

The objective of this paper is to discuss and compare the role that different constituencies play in US and EU procedures for merger control. We describe the main constituencies (both internal and external) involved in merger control in both jurisdictions and discuss how a typical merger case would be handled under these procedures. At each stage, we consider how the procedure unfolds, which parties are involved, and how they can affect the procedure. Our discussion reveals a very different ecology. EU and US procedures differ in terms of their basic design and in terms of the procedures that are naturally ...


The Impact Of Hedge Fund Activism: Evidence And Implications, John C. Coffee Jr., Darius Palia Jan 2014

The Impact Of Hedge Fund Activism: Evidence And Implications, John C. Coffee Jr., Darius Palia

Faculty Scholarship

Hedge fund activism has increased almost hyperbolically. Some view this optimistically as a means for bridging the separation of ownership and control; others are more pessimistic, seeing mainly wealth transfers from bondholders or speculative expectations of a takeover as fueling the spike. Equivalent division exists over the impact of this increased activism, with optimists seeing real gains that do not erode over time and improvements in operating performance, and pessimists predicting shortened investment horizons, increased leverage, and reduced investment in research and development.

Our perspective is analytic. We begin by surveying the regulatory and institutional developments that have reduced the ...


Corporate Headhunting, Daniel C. Richman Jan 2014

Corporate Headhunting, Daniel C. Richman

Faculty Scholarship

A wide range of commentators have raked through the ruins of the 2008 financial collapse confident that there were significant criminal prosecutions to bring against individuals and that the Justice Department should be faulted for its failure to have brought them. Their confidence that blockbuster criminal cases could have been made and were not rests on shaky grounds however. So too does their faith that the hunting of heads is a socially productive response to the collapse. All too frequently missing from current debates has been sustained engagement with realities of federal criminal law enforcement. The goal of this essay ...