Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 2 of 2
Full-Text Articles in Business Organizations Law
Restoring The Promise Of The Shareholder Derivative Suit, John Matheson
Restoring The Promise Of The Shareholder Derivative Suit, John Matheson
Georgia Law Review
The most fundamental and perplexing question in all of corporate law is how to ensure that the board of directors and corporate officers faithfully serve the interests of the corporation and its owners, the shareholders. A primary means of answering that challenge has been the implication and enforcement of directors' and officers' fiduciary duties to the corporation by means of the shareholder derivative action. Almost from its inception, however, the derivative suit has been subject to jaundiced treatment by companies, legislatures, and courts. The result is a costly, tortured derivative suit process unrelated to the merits of the underlying claims …
The Enduring Legacy Of Modern Efficient Market Theory After Halliburton V. John, Mark Klock
The Enduring Legacy Of Modern Efficient Market Theory After Halliburton V. John, Mark Klock
Georgia Law Review
In 1988 the U.S. Supreme Court approved the fraud on the market theory for securities trading in an efficient market thus enabling securities class action plaintiffs to establish their required reliance element of the case through a rebuttable presumption. Basic v. Levinson held that efficient markets incorporate publicly disseminated information and investors who purchased or sold securities in an efficient market therefore relied on any publicly disseminated misinformation. For more than a quarter century since Basic, the efficient market theory has sustained a barrage of assaults from commentators who object to the use of economic theory in legal decision making …