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Business Organizations Law Commons

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Full-Text Articles in Business Organizations Law

Combating The Enemy Within: Regulating Employee Misappropriation Of Business Information, Danielle J. Reid Apr 2018

Combating The Enemy Within: Regulating Employee Misappropriation Of Business Information, Danielle J. Reid

Vanderbilt Law Review

Technological advancements vastly improve efficiency and productivity in the workplace. However, technology also brings with it the ability to transmit mass amounts of business information with ease. As technology continues to evolve and become increasingly prevalent in the modern workplace, the insider presents a considerable threat to employers. In fact, employers increasingly face disgruntled employees who are all too eager to download their employers' sensitive, confidential, and proprietary information before terminating the employment relationship. However, the digital age, a global economy, and a highly mobile workforce have rendered the law utterly unreliable in addressing employee misappropriation. In enacting the Defend …


The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill Fisch, Steven Davidoff Solomon, Randall S. Thomas Mar 2018

The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill Fisch, Steven Davidoff Solomon, Randall S. Thomas

Vanderbilt Law Review

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 …


Democracy And Dysfunction: Rural Electric Cooperatives And The Surprising Persistence Of The Separation Of Ownership And Control, Randall S. Thomas, Debra C. Jeter, Harwell Wells Jan 2018

Democracy And Dysfunction: Rural Electric Cooperatives And The Surprising Persistence Of The Separation Of Ownership And Control, Randall S. Thomas, Debra C. Jeter, Harwell Wells

Vanderbilt Law School Faculty Publications

Since the 1930s, corporate law scholarship has focused narrowly on the public corporation and the problem of the separation of ownership and control-a problem many now believe has been mitigated or even solved. With rare exceptions, scholars have paid far less heed to other business forms that still play important roles in the American economy. In this Article, we examine a significant and almost completely overlooked business form, the Rural Electric Cooperative (REC). RECs were founded in a moment of optimism during the New Deal. As with other cooperatives, their organizational rules differed sharply from those of for-profit corporations. They …


Too-Big-To-Fail Shareholders, Yesha Yadav Jan 2018

Too-Big-To-Fail Shareholders, Yesha Yadav

Vanderbilt Law School Faculty Publications

To build resilience within the financial system, post-Crisis regulation relies heavily on banks to fund themselves more fully by issuing equity. This reserve of value should buttress failing banks by providing a mechanism to pay off creditors and depositors and preserve the health of financial markets. In the process, shareholders are wiped out. Scholars and policymakers, however, have neglected to examine which equity investors, in fact, are purchasing bank equity and taking on the default risk of U.S. banks. This Article addresses this question. First, it shows that five asset managers - BlackRock, Vanguard, State Street Global Advisors, Fidelity and …