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Partnership Governance Of Large Firms, Larry E. Ribstein
Partnership Governance Of Large Firms, Larry E. Ribstein
University of Chicago Law Review
This Article examines private-equity firms as an example of "uncorporate" structures in the governance of large firms. Other examples include master partnerships, real estate investment trusts, hedge funds, and venture capital funds. These firms can be seen as an alternative to the corporate form in dealing with the central problem of aligning managers' and owners' interests. In the standard corporate form, shareholders monitor powerful managers by voting on directors and corporate transactions, suing for breach of fiduciary duty, and selling control. These mechanisms deal with managerial agency costs by relying on other agents, including auditors, class action lawyers, judges, independent …
Public Ownership, Firm Governance, And Litigation Risk, Eric L. Talley
Public Ownership, Firm Governance, And Litigation Risk, Eric L. Talley
University of Chicago Law Review
Many going-private transactions are motivated—at least ostensibly—by the desire to escape the burdens and costs of public ownership. Although these burdens have many purported manifestations, one commonly cited is the risk of litigation, which may be borne both directly by the firm and/or its fiduciaries, or reflected in director and officer insurance premia funded at company expense. An important issue for the "litigation risk" justification of privatization is whether alternative (and less expensive) steps falling short of going private—such as governance reforms—may augur sufficiently against litigation exposure. In this Article, I consider whether, controlling for other variables related to firm-specific …
Does Private Equity Create Wealth? The Effects Of Private Equity And Derivatives On Corporate Governance, Ronald W. Masulis, Randall S. Thomas
Does Private Equity Create Wealth? The Effects Of Private Equity And Derivatives On Corporate Governance, Ronald W. Masulis, Randall S. Thomas
University of Chicago Law Review
Private equity has reaped large rewards in recent years. We claim that one major reason for this success is due to the corporate governance advantages of private equity over those of the public corporation. We argue that the development and trade of substantial derivative contracts have significantly weakened the governance of public corporations and have created a need for financially sophisticated directors and much closer supervision of management. The private-equity model delivers these benefits and allows corporations to be better governed, creating large wealth gains for investors.
Shapeshifting Corporations, Frank Partnoy
Shapeshifting Corporations, Frank Partnoy
University of Chicago Law Review
This Article examines whether recent shifts among private and public markets are part of a more general phenomenon of "shapeshifting" among corporate entities. A shapeshift is a transformation of corporate form involving the creation or use of a new legal entity and one or more changes in structure, including capital structure and the allocation of control rights. Shapeshifting includes not only going private and private equity IPO transactions, but forms of public-company regulatory arbitrage and use of variable interest entities, structured investment vehicles, collateralized debt obligations, and related forms. I assess whether the insights of Ronald Coase and Tibor Scitovsky …
Misbehaving Attorneys, Angry Judges, And The Need For A Balanced Approach To The Reviewability Of Findings Of Misconduct, Robert B. Tannenbaum
Misbehaving Attorneys, Angry Judges, And The Need For A Balanced Approach To The Reviewability Of Findings Of Misconduct, Robert B. Tannenbaum
University of Chicago Law Review
No abstract provided.
Studying The Exclusionary Rule: An Empirical Classic, Albert W. Alschuler
Studying The Exclusionary Rule: An Empirical Classic, Albert W. Alschuler
University of Chicago Law Review
No abstract provided.
The Unbundled Executive, Christopher R. Berry, Jacob E. Gersen
The Unbundled Executive, Christopher R. Berry, Jacob E. Gersen
University of Chicago Law Review
No abstract provided.
Judicial Ideology And The Transformation Of Voting Rights Jurisprudence, Adam B. Cox, Thomas J. Miles
Judicial Ideology And The Transformation Of Voting Rights Jurisprudence, Adam B. Cox, Thomas J. Miles
University of Chicago Law Review
No abstract provided.
Defining The Appellate Universe: Does Frcp 52(B) Impose A Duty On Litigants?, Daniel R. Fine
Defining The Appellate Universe: Does Frcp 52(B) Impose A Duty On Litigants?, Daniel R. Fine
University of Chicago Law Review
No abstract provided.
Violence And Contact: Interpreting "Physical Force" In The Lautenberg Amendment, John M. Skakun Iii
Violence And Contact: Interpreting "Physical Force" In The Lautenberg Amendment, John M. Skakun Iii
University of Chicago Law Review
No abstract provided.
Setting The Standard: A Fraud-Based Approach To Antitrust Pleading In Standard Development Organization Cases, James E. Abell Iii
Setting The Standard: A Fraud-Based Approach To Antitrust Pleading In Standard Development Organization Cases, James E. Abell Iii
University of Chicago Law Review
No abstract provided.
Determining "Reasonableness" Without A Reason? Federal Appellate Review Post: "Rita V United States", Sherod Thaxton
Determining "Reasonableness" Without A Reason? Federal Appellate Review Post: "Rita V United States", Sherod Thaxton
University of Chicago Law Review
No abstract provided.
The Structure Of Classical Public Law (Reviewing The Rise And Fall Of Classical Legal Thought By Duncan Kennedy), Barry Cushman
The Structure Of Classical Public Law (Reviewing The Rise And Fall Of Classical Legal Thought By Duncan Kennedy), Barry Cushman
University of Chicago Law Review
No abstract provided.
The Dale Problem: Property And Speech Under The Regulatory State, Louis Michael Seidman
The Dale Problem: Property And Speech Under The Regulatory State, Louis Michael Seidman
University of Chicago Law Review
No abstract provided.
Burden Of Proof For Employee Numerosity Under § 1981a Statutory Damage Caps, Bryan Hart
Burden Of Proof For Employee Numerosity Under § 1981a Statutory Damage Caps, Bryan Hart
University of Chicago Law Review
No abstract provided.
Assessing The Viability And Virtues Of Respondeat Superior For Nonfiduciary Responsibility In Erisa Actions, Bradley P. Humphreys
Assessing The Viability And Virtues Of Respondeat Superior For Nonfiduciary Responsibility In Erisa Actions, Bradley P. Humphreys
University of Chicago Law Review
No abstract provided.
Trapped: Judicial Review Of Municipal Agencies' Sick Leave Policies, Daniel E. Jones
Trapped: Judicial Review Of Municipal Agencies' Sick Leave Policies, Daniel E. Jones
University of Chicago Law Review
No abstract provided.
Nominal Reasonable Royalties For Patent Infringement, Nathaniel C. Love
Nominal Reasonable Royalties For Patent Infringement, Nathaniel C. Love
University of Chicago Law Review
No abstract provided.
Exercising The Passive Virtues In Interpreting Civil Rico "Business Or Property", Jacob Poorman
Exercising The Passive Virtues In Interpreting Civil Rico "Business Or Property", Jacob Poorman
University of Chicago Law Review
No abstract provided.
The Trademark Principal Register As A Nonpublic Forum, Lilit Voskanyan
The Trademark Principal Register As A Nonpublic Forum, Lilit Voskanyan
University of Chicago Law Review
No abstract provided.
Emergency Lawmaking After 9/11 And 7/7, Adrian Vermeule
Emergency Lawmaking After 9/11 And 7/7, Adrian Vermeule
University of Chicago Law Review
No abstract provided.
Is There A Common Law Necessity Defense In Federal Criminal Law?, Stephen S. Schwartz
Is There A Common Law Necessity Defense In Federal Criminal Law?, Stephen S. Schwartz
University of Chicago Law Review
No abstract provided.
No Reason To Believe: Radical Skepticism, Emergency Power, And Constitutional Constraint (Reviewing Terror In The Balance: Security, Liberty, And The Courts By Eric A. Posner, Adrian Vermeule), David Cole
University of Chicago Law Review
No abstract provided.
Reconfiguring Property In Three Dimensions, Abraham Bell, Gideon Parchomovsky
Reconfiguring Property In Three Dimensions, Abraham Bell, Gideon Parchomovsky
University of Chicago Law Review
No abstract provided.
The Impact Of Pregnancy Discrimination On Retirement Benefits: A Present Violation Of Title Vii Or A Claim Belonging To History?, Shannon Barrows Bjorklund
The Impact Of Pregnancy Discrimination On Retirement Benefits: A Present Violation Of Title Vii Or A Claim Belonging To History?, Shannon Barrows Bjorklund
University of Chicago Law Review
No abstract provided.
On The Origin Of Rules (With Apologies To Darwin): A Comment On Antonin Scalia's "The Rule Of Law As A Law Of Rules", David A. Strauss
On The Origin Of Rules (With Apologies To Darwin): A Comment On Antonin Scalia's "The Rule Of Law As A Law Of Rules", David A. Strauss
University of Chicago Law Review
No abstract provided.
Robin West, "Jurisprudence And Gender": Defending A Radical Liberalism, Martha C. Nussbaum
Robin West, "Jurisprudence And Gender": Defending A Radical Liberalism, Martha C. Nussbaum
University of Chicago Law Review
No abstract provided.
The Defense Of Laches In Copyright Infringement Claims, Vikas K. Didwania
The Defense Of Laches In Copyright Infringement Claims, Vikas K. Didwania
University of Chicago Law Review
No abstract provided.
Affirmative Action In Law School Admissions: What Do Racial Preferences Do?, Jesse Rothstein, Albert H. Yoon
Affirmative Action In Law School Admissions: What Do Racial Preferences Do?, Jesse Rothstein, Albert H. Yoon
University of Chicago Law Review
No abstract provided.
Class Actions In The Administrative State: Kalven And Rosenfield Revisited, Richard A. Nagareda
Class Actions In The Administrative State: Kalven And Rosenfield Revisited, Richard A. Nagareda
University of Chicago Law Review
No abstract provided.