Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business (7)
- Law and Economics (7)
- Business Law, Public Responsibility, and Ethics (4)
- Courts (4)
- Bankruptcy Law (3)
-
- Corporate Finance (3)
- Economics (3)
- Other Business (3)
- Social and Behavioral Sciences (3)
- Banking and Finance Law (2)
- Contracts (2)
- Dispute Resolution and Arbitration (2)
- Industrial Organization (2)
- Legislation (2)
- Litigation (2)
- Securities Law (2)
- Antitrust and Trade Regulation (1)
- Arts and Humanities (1)
- Criminal Law (1)
- Economic Theory (1)
- Finance (1)
- Finance and Financial Management (1)
- History (1)
- Intellectual History (1)
- Law and Philosophy (1)
- Legal Education (1)
- Legal History (1)
- Legal Profession (1)
- Keyword
-
- Corporations (3)
- Bankruptcy (2)
- Corporate finance (2)
- Corporate governance (2)
- Financial distress (2)
-
- Mergers (2)
- Securities (2)
- Shareholder rights (2)
- Trust Indenture Act (2)
- 1978 Bankruptcy Code (1)
- Acquisitions (1)
- Amendments to bylaws (1)
- Antitrust (1)
- Appraisal (1)
- Appraisal arbitrage (1)
- Arbitrage (1)
- Asymmetry (1)
- Bankruptcy law (1)
- Board power (1)
- Bonds (1)
- Chapter 11 (1)
- Charters (1)
- Collective action clauses (1)
- Consensual agreements (1)
- Contingencies (1)
- Contracts (1)
- Contractual approach to corporate law (1)
- Corporate law (1)
- Corporate reorganization (1)
- Covenants (1)
Articles 1 - 9 of 9
Full-Text Articles in Business Organizations Law
Finding The Right Balance In Appraisal Litigation: Deal Price, Deal Process, And Synergies, Lawrence A. Hamermesh, Michael L. Wachter
Finding The Right Balance In Appraisal Litigation: Deal Price, Deal Process, And Synergies, Lawrence A. Hamermesh, Michael L. Wachter
All Faculty Scholarship
This article examines the evolution of Delaware appraisal litigation and concludes that recent precedents have created a satisfactory framework in which the remedy is most effective in the case of transactions where there is the greatest reason to question the efficacy of the market for corporate control, and vice versa. We suggest that, in effect, the developing framework invites the courts to accept the deal price as the proper measure of fair value, not because of any presumption that would operate in the absence of proof, but where the proponent of the transaction affirmatively demonstrates that the transaction would survive …
The Modigliani-Miller Theorem At 60: The Long-Overlooked Legal Applications Of Finance’S Foundational Theorem, Michael S. Knoll
The Modigliani-Miller Theorem At 60: The Long-Overlooked Legal Applications Of Finance’S Foundational Theorem, Michael S. Knoll
All Faculty Scholarship
2018 marks the 60th anniversary of the publication of Franco Modigliani and Merton Miller’s The Cost of Capital, Corporation Finance, and the Theory of Investment. Widely hailed as the foundation of modern finance, their article, which purports to demonstrate that a firm’s value is independent of its capital structure, is little known by lawyers, including legal academics. That is unfortunate because the Modigliani-Miller capital structure irrelevancy proposition (when inverted) provides a framework that can be extremely useful to legal academics, practicing attorneys and judges.
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 …
Foreword: Bankruptcy’S New And Old Frontiers, William W. Bratton, David A. Skeel Jr.
Foreword: Bankruptcy’S New And Old Frontiers, William W. Bratton, David A. Skeel Jr.
All Faculty Scholarship
This Symposium marks the fortieth anniversary of the enactment of the 1978 Bankruptcy Code (the “1978 Code” or the “Code”) with an extended look at seismic changes that currently are reshaping Chapter 11 reorganization. Today’s typical Chapter 11 case looks radically different than did the typical case in the Code’s early years. In those days, Chapter 11 afforded debtors a cozy haven. Most everything that mattered occurred within the context of the formal proceeding, where the debtor enjoyed agenda control, a leisurely timetable, and judicial solicitude. The safe haven steadily disappeared over time, displaced by a range of countervailing forces …
Horizontal Shareholding And Antitrust Policy, Fiona M. Scott Morton, Herbert J. Hovenkamp
Horizontal Shareholding And Antitrust Policy, Fiona M. Scott Morton, Herbert J. Hovenkamp
All Faculty Scholarship
“Horizontal shareholding” occurs when one or more equity funds own shares of competitors operating in a concentrated product market. For example, the four largest mutual fund companies might be large shareholders of all the major United States air carriers. A growing body of empirical literature concludes that under these conditions market output in the product market is lower and prices higher than they would otherwise be.
Here we consider how the antitrust laws might be applied to this practice, identifying the issues that courts are likely to encounter and attempting to anticipate litigation problems. We assume that neither the mutual …
The New Bond Workouts, William W. Bratton, Adam J. Levitin
The New Bond Workouts, William W. Bratton, Adam J. Levitin
All Faculty Scholarship
Bond workouts are a famously dysfunctional method of debt restructuring, ridden with opportunistic and coercive behavior by bondholders and bond issuers. Yet since 2008 bond workouts have quietly started to work. A cognizable portion of the restructuring market has shifted from bankruptcy court to out-of-court workouts by way of exchange offers made only to large institutional investors. The new workouts feature a battery of strong-arm tactics by bond issuers, and aggrieved bondholders have complained in court. The result has been a new, broad reading of the primary law governing workouts, section 316(b) of the Trust Indenture Act of 1939 (“TIA”), …
Bankruptcy’S Uneasy Shift To A Contract Paradigm, David A. Skeel Jr., George Triantis
Bankruptcy’S Uneasy Shift To A Contract Paradigm, David A. Skeel Jr., George Triantis
All Faculty Scholarship
The most dramatic development in twenty-first century bankruptcy practice has been the increasing use of contracts to shape the bankruptcy process. To explain the new contract paradigm—our principal objective in this Article-- we begin by examining the structure of current bankruptcy law. Although the Bankruptcy Code of 1978 has long been viewed as mandatory, its voting and cramdown rules, among others, invite considerable contracting. The emerging paradigm is asymmetric, however. While the Code and bankruptcy practice allow for ex post contracting, ex ante contracts are viewed with suspicion.
We next use contract theory to assess the two modes of contracting. …
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 …
Probing The Depths Of The Responsible Corporate Officer's Duty, Kimberly Kessler Ferzan
Probing The Depths Of The Responsible Corporate Officer's Duty, Kimberly Kessler Ferzan
All Faculty Scholarship
Many criminal law scholars have criticized the Responsible Corporate Officer Doctrine as a form of strict and vicarious liability. It is neither. It is merely a doctrine that supplies a duty in instances of omissions. Siding with Todd Aagaard in this debate, I argue that a proper reading of the cases yields that the Responsible Corporate Officer Doctrine is just duty supplying, and does not allow for strict liability when the underlying statute requires mens rea. After analyzing Dotterweich, Park, and their progeny, I probe the depths of this duty-supplying doctrine, including to whom the duty is owed, …