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Full-Text Articles in Securities Law
A Corporation's Securities Litigation Gambit: Fee-Shifting Provisions That Defend Against Fraud-On-The-Market, Steven W. Lippman
A Corporation's Securities Litigation Gambit: Fee-Shifting Provisions That Defend Against Fraud-On-The-Market, Steven W. Lippman
University of Richmond Law Review
Part I discusses the current landscape of securities class action litigation. It explains how and why the suits are initiated and dis cusses the outcome of Halliburton Co. v. Erica P. John Fund, Inc. (HalliburtonII).19 PartII discusses the framework for the proposition of this comment. It provides a brief history of significant cas es and incorporates several recent cases that have opened the door to the possibility of implementing fee-shifting clauses. It concludes with a comparison to other contractual provisions cur rently being implemented by corporations and also analyzes fee shifting provisions under federal preemption. Part III explains why implementing …
Corporate Legacy, Andrew A. Schwartz
Corporate Legacy, Andrew A. Schwartz
Publications
Many public companies have shed takeover defenses in recent years, on the theory that such defenses reduce share price. Yet new data presented here shows that practically all new public companies--those launching their initial public offering (IPO)--go public with powerful takeover defenses in place. This behavior is puzzling because the adoption of takeover defenses presumably lowers the price at which the pre-IPO shareholders can sell their own shares in and after the IPO. Why would founders and early investors engage in this seemingly counterproductive behavior? Building on prior attempts to solve this mystery, this Article claims that IPO firms adopt …