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Articles 1 - 13 of 13
Full-Text Articles in Securities Law
Taming Unicorns, Matthew Wansley
Taming Unicorns, Matthew Wansley
Indiana Law Journal
Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company securities, which undermines …
Do Independent Directors Curb Financial Fraud? The Evidence And Proposals For Further Reform†, S. Burcu Avci, Cindy A. Schipani, Nejat Seyhun
Do Independent Directors Curb Financial Fraud? The Evidence And Proposals For Further Reform†, S. Burcu Avci, Cindy A. Schipani, Nejat Seyhun
Indiana Law Journal
In this Article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders to control and monitor top management. Given the agency problem between the board of directors and the shareholders, outside directors can be captured by management, thereby leading to inadequate checks on management. The evidence presented in this Article shows that outside board members do not exercise sufficient controls on management even when management has gone awry. To solve this agency problem, we propose increasing the power of the principals: make shareholder resolutions binding on …
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Indiana Law Journal
Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it sug-gests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate direc-tors upon the occurrence of predefined events. Such …
Ceo Stock Ownership Policies: Rhetoric And Reality, Nitzan Shilon
Ceo Stock Ownership Policies: Rhetoric And Reality, Nitzan Shilon
Indiana Law Journal
This Article is the first academic endeavor to analyze the efficacy and transparency of stock ownership policies (SOPs) in U.S. public firms. SOPs generally require managers to hold some of their firms’ stock for the long term. Following the 2008 financial crisis, firms universally adopted these policies and cited them more than any other policy as a key element in their mitigation of risk. However, my analysis of the recent SOPs of S&P 500 CEOs disputes what firms claim about these policies. First, I find that SOPs are extremely ineffectual in making CEOs hold on to their firm’s stock; this …
The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers
The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers
Indiana Law Journal
Using an original data set gathered from filings with the U.S. Securities and Exchange Commission, this Article tests the prevailing view in corporate law that special litigation committees invariably decide to dismiss shareholder derivative litigation. It demonstrates that (1) special litigation committees decide to pursue or settle claims much more frequently than heretofore recognized; (2) special litigation committees do not otherwise let defendants off the hook when pursuing or settling claims, in view of the financial recovery to the company in either scenario; (3) most shareholder claims subject to the authority of special litigation committees end up settled, not dismissed,- …
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Indiana Law Journal
No abstract provided.
Propriety Of Award Of Stockholder's Counsel Fees Under Section 16b Of Securities Exchange Act
Propriety Of Award Of Stockholder's Counsel Fees Under Section 16b Of Securities Exchange Act
Indiana Law Journal
Recent Cases: Corporations
Dividend Rules And Mistaken Precedent, James Joseph Farlow
Dividend Rules And Mistaken Precedent, James Joseph Farlow
Indiana Law Journal
No abstract provided.
Contracts By Outsiders To Influence Directors' Action
Contracts By Outsiders To Influence Directors' Action
Indiana Law Journal
Notes and Comments: Corporations
Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan
Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan
Indiana Law Journal
No abstract provided.
Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?
Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?
Indiana Law Journal
No abstract provided.
Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability
Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability
Indiana Law Journal
No abstract provided.
Corporations-Power To Issue And Redeem Preferred Stock
Corporations-Power To Issue And Redeem Preferred Stock
Indiana Law Journal
No abstract provided.