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Full-Text Articles in Law
Contract Design, Default Rules, And Delaware Corporate Law, Jeffrey Manns, Robert Anderson
Contract Design, Default Rules, And Delaware Corporate Law, Jeffrey Manns, Robert Anderson
Washington and Lee Law Review
Incomplete contract theory recognizes that contracts cannot be comprehensive and that state law necessarily has to fill in gaps when conflicts arise. The more complex the transaction, the more that lawyers face practical constraints that force them to limit the scope of drafting and broadly rely on legal defaults and open-ended terms to plug holes and address contingencies. In theory Delaware law serves as lawyers’ preferred jurisdiction and forum for merger and acquisition (M&A) transactions and other high-end corporate deals because of the state’s superior default rules for corporate law and its judiciary’s expertise in discerning the “hypothetical bargain” of …
The Lost Lessons Of Shareholder Derivative Suits, Jessica Erickson
The Lost Lessons Of Shareholder Derivative Suits, Jessica Erickson
Washington and Lee Law Review
Merger litigation has changed dramatically. Today, nearly every announcement of a significant merger sparks litigation, and these cases look quite different from merger cases in the past. These cases are now filed primarily outside of Delaware, they typically settle without shareholders receiving any financial consideration, and corporate boards now have far more ex ante power to shape these cases. Although these changes are often heralded as unprecedented, they are not. Over the past several decades, derivative suits experienced many of the same changes. This Article explores the similarities between the recent changes in merger litigation and the longer history of …
Land Of The Falling "Poison Pill" Understanding Defensive Measures In Japan On Their Own Terms, Alan K. Koh, Masafumi Nakahigashi, Dan W. Puchniak
Land Of The Falling "Poison Pill" Understanding Defensive Measures In Japan On Their Own Terms, Alan K. Koh, Masafumi Nakahigashi, Dan W. Puchniak
Research Collection Yong Pung How School Of Law
Embraced by United States ("U.S.") managers in the 1980s as a lifeline in a sea of hostile takeovers, the poison pill fundamentally altered the trajectory of American corporate governance. When a hostile takeover wave seemed imminent in Japan in the mid-2000s, Japanese boards appeared to embrace this American invention with equal enthusiasm. Japan's experience should have been a ringing endorsement for the utility of American corporate governance solutions in foreign jurisdictions -but it was not to be. Japan's unique interpretation of the "poison pill" that was so eagerly adopted by Japanese companies in the mid-to-late 2000s has turned out to …
Mission Critical: How Fiduciary Duties Of Oversight Can Aid Corporations In Managing Stakeholder Interests, Krishna P. Pathak
Mission Critical: How Fiduciary Duties Of Oversight Can Aid Corporations In Managing Stakeholder Interests, Krishna P. Pathak
Upper Level Writing Requirement Research Papers
After several public tragedies, corporate missteps, and catastrophes; politicians, certain investors, and other stakeholders have called for accountability in capitalism, proactive action to alleviate climate change, and performance of social obligations from corporations. The Business Roundtable and World Economic Forum have come out with proposals that signify a paradigm shift to the stakeholder approach to capitalism. Delaware, a haven for shareholder primacy, has permissive standards that allow a corporation to engage in any lawful business activity. However, concerns about fiduciary duties, especially the implied duties of good faith, legal compliance, and oversight, have created obligations for directors to engage in …
The Limited Effect Of “Maximum Effect”, Daniel S. Kleinberger, Douglas K. Moll
The Limited Effect Of “Maximum Effect”, Daniel S. Kleinberger, Douglas K. Moll
Faculty Scholarship
No abstract provided.