Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- SSRN (3)
- Anti-fraud provision (1)
- Bilateral opportunism (1)
- Canada (1)
- Capital market (1)
-
- Chancery Court (1)
- Chancery court (1)
- Contract law (1)
- Contractual warranties (1)
- Corporate control (1)
- Corporate governance (1)
- Delaware Journal of Corporate Law (1)
- Delaware courts (1)
- Employment practice (1)
- Federal securities law (1)
- Hostile takeover (1)
- Implied warranties (1)
- Indiana Law Journal (1)
- Information disclosure (1)
- International banks (1)
- Junk bond (1)
- Market sales (1)
- Proxy voting (1)
- Restrictive covenant (1)
- Rule of enforcement (1)
- Securities Exchange Commission (SEC) (1)
- Takeover law (1)
- Target shareholder (1)
- Theoretical Inquiries in Law (1)
- Transaction cost (1)
Articles 1 - 9 of 9
Full-Text Articles in Law
The Political Economy Of Canada's "Widely Held" Rule For Large Banks, Eric J. Gouvin
The Political Economy Of Canada's "Widely Held" Rule For Large Banks, Eric J. Gouvin
Faculty Scholarship
All of the recent changes in foreign access to Canada's banking market have been essentially cosmetic-appearing to make foreign access more liberal while in reality changing the status quo very little. On one point, the so-called widely held rule, Canada does not even bother to pretend that its banking law is friendly to foreign entrants. Under this rule, no person or group may control ten percent or more of a Schedule I bank unless one first obtains the approval of the Minster of Finance. This rule makes foreign acquisition of a Schedule I bank virtually impossible. The widely held rule …
What Happened To Property In Law And Economics?, Thomas W. Merrill, Henry E. Smith
What Happened To Property In Law And Economics?, Thomas W. Merrill, Henry E. Smith
Faculty Scholarship
Property has fallen out of fashion. Although people are as concerned as ever with acquiring and defending their material possessions, in the academic world there is little interest in understanding property. To some extent, this indifference reflects a more general skepticism about the value of conceptual analysis, as opposed to functional assessment of institutions. There is, however, a deeper reason for the indifference to property. It is a commonplace of academic discourse that property is simply a "bundle of rights," and that any distribution of rights and privileges among persons with respect to things can be dignified with the (almost …
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Faculty Scholarship
The coincidence of the new millennium and the fifteenth anniversary of the Delaware Supreme Court's announcement of a new approach to takeover law provides an occasion to evaluate a remarkable experiment in corporate law – the Delaware Supreme Court's development of an intermediate standard of review for appraising defensive tactics. This assessment reveals that Unocal has developed into an unexplained and likely inexplicable preference that control contests be resolved through elections rather than through market transactions. In doing so, the remarkable struggle between the chancery court and the supreme court for Unocal's soul is canvassed. The author also maintains that …
A Defense Of Shareholder Favoritism, Stephen J. Choi, Eric L. Talley
A Defense Of Shareholder Favoritism, Stephen J. Choi, Eric L. Talley
Faculty Scholarship
This paper considers the efficiency implications of managerial "favoritism" towards block shareholders of public corporations. While favoritism can take any number of forms (including the payment of green-mail, diversion of opportunities, selective information disclosure, and the like), each may have the effect (if not the intent) of securing a block shareholder's loyalty in order to entrench management. Accordingly, the practice of making side payments is commonly perceived to be contrary to other shareholders' interests and, more generally, inefficient. In contrast to this received wisdom, we argue that when viewed ex ante, permissible acts of patronage toward block shareholders may play …
Sales And Elections As Methods For Transferring Corporate Control, Ronald J. Gilson, Alan Schwartz
Sales And Elections As Methods For Transferring Corporate Control, Ronald J. Gilson, Alan Schwartz
Faculty Scholarship
Delaware case law has rendered the tender offer obsolete as a method for purchasing a company whose directors oppose the acquisition. A potential acquirer facing target opposition today must run an insurgent director slate, in the expectation that its directors are more likely to sell. The Delaware courts have not justified their preference for elections over markets as the preferred vehicle for implementing changes in control. Informal scholarly analyses ask transaction cost questions, such as whether proxy contests are more costly than takeovers. This article attempts to break new ground by asking whether there are systematic differences in the performance …
The Methodological Commitments Of Contemporary Contract Theory, Jody S. Kraus
The Methodological Commitments Of Contemporary Contract Theory, Jody S. Kraus
Faculty Scholarship
Autonomy and economic theories of contract seem to provide incompatible accounts of contract law. In this Chapter, I argue that what appear to be first-order disagreements over particular contract doctrines are really implicit second-order disagreements reflecting the divergent methodological commitments of autonomy and economic theories. I argue that autonomy theories accord priority to the normative project of justifying existing contract doctrine, treat contract law as consisting in the plain meaning of doctrine, require contract theory to explain the distinctive character of contract law, and take the ex post perspective in adjudication. In contrast, economic theories accord priority to the positive …
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence And The Governance Of Accounting, John C. Coffee Jr.
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence And The Governance Of Accounting, John C. Coffee Jr.
Faculty Scholarship
The role of "gatekeepers" as reputational intermediaries who can be more easily deterred than the principals they serve has been developed in theory, but less often examined in practice. Initially, this article seeks to define the conditions under which gatekeeper liability is likely to work – and, correspondingly, the conditions under which it is more likely to fail. Then, after reviewing the recent empirical literature on earnings management, it concludes that the independent auditor does not today satisfy the conditions under which gatekeeper liability should produce high law compliance. A variety of explanations – poor observability, implicit collusion, and high …
Disclosure Norms, Eric L. Talley
Disclosure Norms, Eric L. Talley
Faculty Scholarship
The purpose of this Article is to interrogate the relationship between judicial error and extralegal norms more formally, focusing particularly on typical corporate disclosure contexts. In so doing, I shall argue that this relationship is far less clear-cut than much of the literature suggests. Using a formal, game-theoretic model of information disclosure, I demonstrate that in the presence of judicial error, a society that benefits from extralegal norms of honest disclosure might ironically favor more expansive legal regulation than would a similarly situated society in which norms are weak or nonexistent. Thus, in contrast to the common argument that norms …
Restrictive Covenants, Employee Training, And The Limits Of Transaction-Cost Analysis, Gillian Lester
Restrictive Covenants, Employee Training, And The Limits Of Transaction-Cost Analysis, Gillian Lester
Faculty Scholarship
Restrictive covenants are an increasingly common feature of employment, used across a wide range of industries, occupations, and employees. In its most common form, a restrictive covenant prohibits an employee from competing with the employer within a certain geographic area fora specified period of time after departure, usually one or two years. Sometimes these clauses are drawn more narrowly, proscribing specific activities such as continued dealings with former customers. Regardless of scope, the typical remedy when an employee breaches such a covenant is injunctive relief.
A substantial literature within law and economics debates the merits of restrictive covenants from an …