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Full-Text Articles in Law

Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri Jan 2016

Quieting The Shareholders' Voice, Randall Thomas, James D. Cox, Fabrizio Ferri

Vanderbilt Law School Faculty Publications

No abstract provided.


Online Sovereignty: The Law And Economics Of Tribal Electronic Commerce, Gavin Clarkson, Katherine A. Spilde, Carma M. Claw Jan 2016

Online Sovereignty: The Law And Economics Of Tribal Electronic Commerce, Gavin Clarkson, Katherine A. Spilde, Carma M. Claw

Vanderbilt Journal of Entertainment & Technology Law

In 1886, the US Supreme Court wrote that, for Indian tribes,"the people of the states where they are found are often their deadliest enemies." Recently, state agencies and regulators have continued that tradition of hostility by improperly attempting to regulate electronic commerce businesses operated by tribal governments that are more properly subject to regulations established by tribal law and subject to federal oversight. Despite the fact that these online businesses operate exclusively under tribal law and make their tribal affiliation clear to customers, certain state regulators have demanded absolute compliance with state law, even when such laws are from states …


Appraisal: Shareholder Remedy Or Litigation Arbitrage?, Randall S. Thomas, Wei Jiang, Tao Li, Danqing Mei Jan 2016

Appraisal: Shareholder Remedy Or Litigation Arbitrage?, Randall S. Thomas, Wei Jiang, Tao Li, Danqing Mei

Vanderbilt Law School Faculty Publications

We present the first large-sample empirical study of the recent trends in the ap- praisal remedy-the right of shareholders of companies completing an eligible merger to petition the court for an improved price for their shares. Appraisal petitions have increased markedly over our sample from 2000 to 2014, and the composition of those bringing these suits has shifted from individual sharehold- ers toward specialized hedge funds. Appraisal petitions are more likely to be filed against mergers with perceived conflicts of interest, including going-private deals, minority squeeze outs, and acquisitions with low premiums, which makes them a potentially important governance mechanism. …


James D. Cox: The Shareholders Best Advocate, Randall Thomas, Well Harwell Jan 2016

James D. Cox: The Shareholders Best Advocate, Randall Thomas, Well Harwell

Vanderbilt Law School Faculty Publications

This Article explores the historical development of the academic analysis of corporate law over the past forty years through the scholarship of one of its most influential commentators, Professor James D. Cox of the Duke University School of Law. It traces the ways in which corporate law scholarship changed from the 1970s to the present, including the rise of economic theory and empirical work in the study of corporate law. It shows how Professor Cox's early scholarship shaped and challenged economic orthodoxy, while his later work used empirical analysis to help corporate law become a more dynamic and richer field. …