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Full-Text Articles in Law
Substitutes For Insider Trading, Ian Ayres, Joseph Bankman
Substitutes For Insider Trading, Ian Ayres, Joseph Bankman
Ian Ayres
When insider trading prohibitions limit the ability of insiders (or of a corporation itself) to use material non-public information to trade a particular firm’s stock, there may be incentive to use the information to trade instead on the stock of that firm’s rivals, suppliers, customers, or the manufacturers of complementary products. We refer to this form of trading as trading in stock substitutes. Stock substitute trading by a firm is legal. In many circumstance, substitute trading by employees is also legal. Trading in stock substitutes may be quite profitable, and there is anecdotal evidence that employees often engage in such …
Guests At The Table?: Independent Directors In Family-Influenced Public Companies, Deborah A. Demott
Guests At The Table?: Independent Directors In Family-Influenced Public Companies, Deborah A. Demott
Deborah A DeMott
By some measures, family-controlled companies account for about a third of public companies in the United States. Public companies that retain characteristics of family companies pose a series of intriguing questions about corporate governance that center in particular on the roles and duties of directors. These are surprisingly unexplored in legal scholarship. Although concentrated ownership is more extensive in many capital markets outside the United States, numerous recent examples raise questions about governance within publicly-held family companies. In such companies, shareholders who are members of the founding family often have perspectives and interests that diverge from those of non-family public …
The Limits Of Hedge Fund Activism, Robert Thompson
The Limits Of Hedge Fund Activism, Robert Thompson
Robert Thompson
Abstract Hedge funds have burst on to the corporate governance scene. Not just as one player among many, but one with the potential to be the long-sought shareholder champion who can effectively discipline management in a world where ownership is separated from control. The argument has been made, with some justification, that these investors face different economic incentives than do traditional institutional investors such as mutual funds or public or private pension funds. The business plan of a typical hedge fund is more compatible with shareholder activism and they lack some of the conflicts of interests that have deterred traditional …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
In recent years, companies have been shifting much of their transactional legal work from outside law firms to in-house lawyers, and some large companies now staff transactions almost exclusively in-house. Although this transformation redefines the very nature of the business lawyer, scholars have largely ignored it. This article seeks to remedy that omission, using empirical evidence as well as economic theory to help explain why in-house lawyers are taking over, and whether they are likely to continue to take over, these functions and roles of outside lawyers. The findings are surprising, suggesting that in-house lawyers may now be performing as …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
In recent years, companies have been shifting much of their transactional legal work from outside law firms to in-house lawyers, and some large companies now staff transactions almost exclusively in-house. Although this transformation redefines the very nature of the business lawyer, scholars have largely ignored it. This article seeks to remedy that omission, using empirical evidence as well as economic theory to help explain why in-house lawyers are taking over, and whether they are likely to continue to take over, these functions and roles of outside lawyers. The findings are surprising, suggesting that in-house lawyers may now be performing as …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
No abstract provided.
Insider Waiting: The New Loophole Under 10b5-1, Maureen Mcgreevy
Insider Waiting: The New Loophole Under 10b5-1, Maureen Mcgreevy
Maureen McGreevy
In October, 2000, the Securities and Exchange Commission (SEC) enacted Rule 10b5-1 which provides an affirmative defense for individuals charged with insider trading. The Rule states that a person is not deemed to have traded on the basis of material non-public information if, before he or she gained knowledge of that material, non-public information, the person had entered into a trading plan under which he or she contracted to sell the securities in question. As a result of this rule, many corporate executives have established what have become to be known as 10b5-1 trading plans in order to protect themselves …
Bulletproof: Mandatory Rules For Deal Protection, Brian Jm Quinn
Bulletproof: Mandatory Rules For Deal Protection, Brian Jm Quinn
Brian JM Quinn
No abstract provided.
The Institute Of Delaware Corporate And Business Law New Name, New Directions, Lawrence A. Hamermesh
The Institute Of Delaware Corporate And Business Law New Name, New Directions, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.
An Older, Balder Critique Of ‘Toward Common Sense And Common Ground’, Lawrence A. Hamermesh
An Older, Balder Critique Of ‘Toward Common Sense And Common Ground’, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.