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Full-Text Articles in Securities Law
A Response To Calls For Sec Mandated Esg Disclosure, Amanda M. Rose
A Response To Calls For Sec Mandated Esg Disclosure, Amanda M. Rose
Vanderbilt Law School Faculty Publications
This Article responds to recent proposals calling for the SEC to adopt a mandatory ESG-disclosure framework. It illustrates how the breadth and vagueness of these proposals obscures the important--and controversial-- policy questions that would need to be addressed before the SEC could move forward on the proposals in a principled way. The questions raised include some of the most contested in the field of corporate and securities law, such as the value of interjurisdictional competition for corporate charters, the right way to conceptualize the purpose of the corporation, the proper allocation of managerial power as between the board and shareholders, …
The Shifting Tides Of Merger Litigation, Randall Thomas, Matthew D. Cain, Jill Fisch, Steven D. Solomon
The Shifting Tides Of Merger Litigation, Randall Thomas, Matthew D. Cain, Jill Fisch, Steven D. Solomon
Vanderbilt Law School Faculty Publications
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 …
Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri
Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri
Vanderbilt Law School Faculty Publications
No abstract provided.
The Evolving Role Of Institutional Investors In Corporate Governance And Corporate Litigation, Randall Thomas
The Evolving Role Of Institutional Investors In Corporate Governance And Corporate Litigation, Randall Thomas
Vanderbilt Law School Faculty Publications
Each of the articles in this Symposium sheds new light on the ever-changing role of institutional investors in U.S. corporate governance and corporate litigation. They cover a broad range of topics, including institutional investor activism on executive compensation, proxy access initiatives at the SEC, state and federal litigation, and the current levels of activism by public pension funds. The data and the theoretical contributions of these articles provide important foundation for the ongoing discussion about the role of institutional investors.