Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Law, Public Responsibility, and Ethics (4)
- Public Affairs, Public Policy and Public Administration (4)
- Social and Behavioral Sciences (4)
- Other Business (3)
- Economics (2)
-
- Law and Economics (2)
- Policy Design, Analysis, and Evaluation (2)
- Public Policy (2)
- Securities Law (2)
- Banking and Finance Law (1)
- Business Administration, Management, and Operations (1)
- Business and Corporate Communications (1)
- Communications Law (1)
- Comparative and Foreign Law (1)
- Contracts (1)
- Corporate Finance (1)
- Courts (1)
- Education Policy (1)
- Industrial Organization (1)
- Law and Politics (1)
- Legislation (1)
- Litigation (1)
- Organizational Behavior and Theory (1)
- Policy History, Theory, and Methods (1)
- Political Economy (1)
- Social Policy (1)
- Social Welfare (1)
Articles 1 - 6 of 6
Full-Text Articles in Business Organizations Law
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
All Faculty Scholarship
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.
We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger …
Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch
Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch
All Faculty Scholarship
Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.
This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively constrain …
Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.
Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.
All Faculty Scholarship
The newest addition to the spate of recent theories of comparative corporate governance is Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, an important new book by Christopher Bruner. Focusing on the U.S., the U.K., Canada and Australia, Bruner argues that the robustness of the country’s social welfare system is the key determinant of the extent to which its corporate governance is shareholder-centered. This explains why corporate governance is so shareholder-oriented in the United Kingdom, which has universal healthcare and generous unemployment benefits, while shareholders’ powers are more attenuated in the United States, with its …
The Destructive Ambiguity Of Federal Proxy Access, Jill E. Fisch
The Destructive Ambiguity Of Federal Proxy Access, Jill E. Fisch
All Faculty Scholarship
After almost seventy years of debate, on August 25, 2010, the SEC adopted a federal proxy access rule. This Article examines the new rule and concludes that, despite the prolonged rule-making effort, the new rule is ambiguous in its application and unlikely to increase shareholder input into the composition of corporate boards. More troubling is the SEC’s ambiguous justification for its rule which is neither grounded in state law nor premised on a normative vision of the appropriate role of shareholder nominations in corporate governance. Although the federal proxy access rule drew an unprecedented number of comment letters and is …
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa Fairfax
All Faculty Scholarship
In the sixty years since the Committee on Corporate Laws (Committee) promulgated the Model Business Corporation Act (MBCA), there have been significant changes in corporate law and corporate governance. One such change has been an increase in shareholder activism aimed at enhancing shareholders’ voting power and influence over corporate affairs. Such increased shareholder activism (along with its potential for increase in shareholder power) has sparked considerable debate. Advocates of increasing shareholder power insist that augmenting shareholders’ voting rights and influence over corporate affairs is vital not only for ensuring board and managerial accountability, but also for curbing fraud and other …
Virtual Shareholder Meetings Reconsidered, Lisa Fairfax
Virtual Shareholder Meetings Reconsidered, Lisa Fairfax
All Faculty Scholarship
In 2000 Delaware enacted a statute enabling corporations to host meetings solely by electronic means of communication rather than in a physical location. Since that time, several states have followed Delaware's lead, and the American Bar Association has proposed changing the Model Business Corporation Act to provide for some form of virtual shareholder meetings. Many states believed that such meetings would prove to be an important device for shareholders who desire to increase their voice within the corporation. Instead, very few companies have taken advantage of the ability to host such meetings. This Article provides some data on state statutes …