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Full-Text Articles in Securities Law
Convergence And Its Critics: What Are The Preconditions To The Separation Of Ownership And Control?, John C. Coffee Jr.
Convergence And Its Critics: What Are The Preconditions To The Separation Of Ownership And Control?, John C. Coffee Jr.
Faculty Scholarship
Recent commentary has argued that deep and liquid securities markets and a dispersed shareholder base are unlikely to develop in civil law countries and transitional economies for a variety of reasons, including (1) the absence of adequate legal protections for minority shareholder, (2) the inability of dispersed shareholders to hold control or pay an equivalent control premium to that which a prospective controlling shareholder will pay and (3) the political vulnerability of dispersed shareholder ownership in left-leaning "social democracies." Nonetheless, this article finds that significant movement in the direction of dispersed ownership has occurred and is accelerating across Europe. To …
A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch
A Theory Of Legal Presumptions, Antonio E. Bernardo, Eric L. Talley, Ivo Welch
Faculty Scholarship
This article analyzes how legal presumptions can mediate between costly litigation and ex ante incentives. We augment a moral hazard model with a redistributional litigation game in which a presumption parameterizes how a court 'weighs' evidence offered by the opposing sides. Strong prodefendant presumptions foreclose lawsuits altogether, but also engender shirking. Strong proplaintiff presumptions have the opposite effects. Moderate presumptions give rise to equilibria in which both shirking and suit occur probabilisitically. The socially optimal presumption trades off agency costs against litigation costs, and could be either strong or moderate, depending on the social importance of effort, the costs of …