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Open Access. Powered by Scholars. Published by Universities.®

2010

University of Pennsylvania Law School

Law and Economics

Corporations

Articles 1 - 7 of 7

Full-Text Articles in Law

Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch Jul 2010

Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch

Faculty Scholarship at Penn Law

The Modern Corporation and Private Property highlighted the evolving separation of ownership and control in the public corporation and the effects of that separation on the allocation of power within the corporation. This essay explores the implications of intermediation for those themes. The article observes that intermediation, by decoupling economic ownership and decision-making authority within the shareholder, creates a second layer of agency issues beyond those identified by Berle and Means. These agency issues are an important consideration in the current debate over shareholder empowerment. The article concludes by considering the hypothetical shareholder construct implicit in the Berle and Means ...


Lyondell: A Note Of Approbation, William W. Bratton Jan 2010

Lyondell: A Note Of Approbation, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


The Overstated Promise Of Corporate Governance, Jill E. Fisch Jan 2010

The Overstated Promise Of Corporate Governance, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Tracking Berle's Footsteps: The Trail Of The Modern Corporation's Law Chapter, William W. Bratton, Michael L. Wachter Jan 2010

Tracking Berle's Footsteps: The Trail Of The Modern Corporation's Law Chapter, William W. Bratton, Michael L. Wachter

Faculty Scholarship at Penn Law

No abstract provided.


The Law Of Vertical Integration And The Business Firm: 1880-1960, Herbert J. Hovenkamp Jan 2010

The Law Of Vertical Integration And The Business Firm: 1880-1960, Herbert J. Hovenkamp

Faculty Scholarship at Penn Law

Vertical integration occurs when a firm does something for itself that it could otherwise procure on the market. For example, a manufacturer that opens its own stores is said to be vertically integrated into distribution. One irony of history is that both classical political economy and neoclassicism saw vertical integration and vertical contractual arrangements as much less threatening to competition than cartels or other horizontal arrangements. Nevertheless, vertical integration has produced by far the greater amount of legislation at both federal and state levels and has motivated many more political action groups. Two things explain this phenomenon. First, while economists ...


A Comprehensive Theory Of Deal Structure: Understanding How Transactional Structure Creates Value, Michael S. Knoll, Daniel M. G. Raff Jan 2010

A Comprehensive Theory Of Deal Structure: Understanding How Transactional Structure Creates Value, Michael S. Knoll, Daniel M. G. Raff

Faculty Scholarship at Penn Law

No abstract provided.


The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan Jan 2010

The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan

Faculty Scholarship at Penn Law

Recent regulatory changes increasing shareholder voting authority have focused attention on the role of proxy advisors. In particular, greater shareholder empowerment raises the question of how much proxy advisors influence voting outcomes. This Article analyzes the significance of voting recommendations issued by four proxy advisory firms in connection with uncontested director elections. We find, consistent with press reports, that Institutional Shareholder Services (ISS) is the most powerful proxy advisor and that, of the others, only Glass, Lewis & Co. seems to have a meaningful impact on shareholder voting. This Article also attempts to measure the impact of voting recommendations on voting ...