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Full-Text Articles in Law
Mootness Fees, Randall S. Thomas, Matthew D. Cain, Jill E. Fisch, Steven D. Solomon
Mootness Fees, Randall S. Thomas, Matthew D. Cain, Jill E. Fisch, Steven D. Solomon
Vanderbilt Law School Faculty Publications
In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this Article, we empirically assess the response of plaintiffs'attorneys to these developments. Specifically, we document a troubling trend-the flight of merger litigation to federal court where these cases are overwhelmingly resolved through voluntary dismissals that provide no benefit to the plaintiff class but generate a payment to plaintiffs'counsel in the form of a mootness fee. In 2018, for example, 77% of deals with litigation were challenged in …
Iss Recommendations And Mutual Fund Voting On Proxy Proposals, Randall S. Thomas, James Cotter, Alan Palmiter
Iss Recommendations And Mutual Fund Voting On Proxy Proposals, Randall S. Thomas, James Cotter, Alan Palmiter
Vanderbilt Law School Faculty Publications
This article analyzes mutual fund voting data from 2003-2008, the first five proxy seasons for which this data is available, and seeks to identify the extent to which mutual funds vote consistently with the voting recom- mendations of RiskMetrics' ISS Corporate Governance Services (ISS). We compare voting by mutual funds to voting by all shareholders during this time period and then focus on mutual fund voting on non-election and non-routine proxy proposals-both those submitted by management and by shareholders. The questions we examine are: (1) Over the past five voting seasons, have mutual funds (and shareholders generally) voted on proxy …
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Vanderbilt Law School Faculty Publications
Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the United Kingdom indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, where empirical work indicates that shareholder voting only operates as a potential check when pay …