Law Commons^™

Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.

Michigan Law Review

Part I will seek to understand why firms trade in the stock market at a substantial discount from their asset value. It will answer that existing theories of the firm have not given adequate attention to a critical area where shareholders and managers have an inherent conflict, one that the existing structure of the firm does not resolve or mitigate. Despite the significant changes in the internal structure of the corporation over the last half century that have been described by business historians, there remains a deep internal strain between shareholders, on the one hand, and managers and employees, on …

Judicial Review Of Fiduciary Claim Denials Under Erisa: An Alternative To The Arbitrary And Capricious Test , Bradley R. Duncan

Cornell Law Review

No abstract provided.

Verdict On Corporate Liability Rules And The Derivative Suit: Not Proven, Charles J. Goetz

Cornell Law Review

No abstract provided.

In Praise Of Derivative Suits: A Commentary On The Paper Of Professors Fischel And Bradley, Donald E. Schwartz

Cornell Law Review

No abstract provided.

Role Of Preconceptions In Policy Analysis In Law: A Response To Fischel And Bradley, Kenneth E. Scott

Cornell Law Review

No abstract provided.

Commentary On Liability Rules And The Derivative Suit In Corporate Law, Harold Demsetz

Cornell Law Review

No abstract provided.

Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.

Faculty Scholarship

"We have entered the era of the two-tier, front-end loaded, bootstrap, bust-up, junk-bond takeover." —Martin Lipton

Until recently, takeovers typically involved larger firms digesting smaller firms, a process that most theorists have assumed was driven by the pursuit of synergistic gains. Lately, however, this dynamic has dramatically reversed itself. To a considerable extent, the large conglomerate is now the target, and such prototypical conglomerate firms as General Foods, Richardson-Vicks, Beatrice, Revlon, SCM, CBS,USX, and Anderson, Clayton and Co. have either been acquired or forced to restructure themselves within the last three years alone. The new bidder in turn tends to …