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Full-Text Articles in Law
Four Pillars To Build A New Corporate Law Federalism: Crowd Funding Exchanges, A Codified Internal Affairs Doctrine, City-Based Incorporation, And An Arbitrated Corporate Code, J.W. Verret
John W Verret
This article examines the event window opened by the pending creation of new crowdfunding platforms, a new means of creating publicly traded equity for smaller, early stage firms than have ever been permitted by the Securities and Exchange Commission to access the public securities markets. That event window could support a completely new paradigm for the development of corporation law and completely upend existing wisdom about interstate competition to develop corporate governance. This article considers the economics of crowdfunding precursors which share some of the attributes of equity crowdfunding, and also considers the expected attributes of equity crowdfunding, to demonstrate …
Does Shareholder Proxy Access Damage Share Value In Publicly Traded Companies?, J.W. Verret, Thomas Stratmann
Does Shareholder Proxy Access Damage Share Value In Publicly Traded Companies?, J.W. Verret, Thomas Stratmann
John W Verret
The field of corporate governance has long considered the costs of the separation of ownership from control in publicly traded corporations and the regulatory and market structures designed to limit those costs. The debate over the efficiency of regulations designed to limit agency costs has recently focused on the SEC’s new rule requiring companies to include shareholder nominees on the company financed proxy statement to facilitate insurgent challengers to incumbent board members in board elections. A recent vein of empirical literature has examined the stock price effects of events surrounding the new proxy access rule. We present a study that …
Defending Against Shareholder Proxy Access: Delaware's Future Reviewing Company Defenses In The Era Of Dodd-Frank, J.W. Verret
Defending Against Shareholder Proxy Access: Delaware's Future Reviewing Company Defenses In The Era Of Dodd-Frank, J.W. Verret
John W Verret
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 has ensured that a shareholder’s ability to place nominees to the board onto the corporate ballot, an objective long advocated by the institutional investor community, will soon be implemented by the Securities and Exchange Commission. Advocates of proxy access urge that it will help hold boards of directors accountable to their owners. Critics argue that it will give conflicted shareholders, like unions and state pensions, power they will use to facilitate their political objectives at the expense of ordinary shareholders. The shareholder primacy and director primacy theories of corporate …
Separation Of Bank And State: The Bailout Meets Federal Budget Law, J.W. Verret
Separation Of Bank And State: The Bailout Meets Federal Budget Law, J.W. Verret
John W Verret
Existing legal and economic theory presumes a clear line between private firms and government regulating agencies. It generally assumes that corporations maximize profit in the factor markets and government regulators alleviate externalities in those markets. The circumstances of the financial crisis of 2008 have altered this existing dynamic. As a result of the bailout, the government now holds a controlling equity interest in many of the nation’s largest financial and automotive companies. As a prime example, the government owns a 34% voting, and thereby effectively controlling, equity interest in Citigroup, the nation’s largest bank. This article examines economic theory and …
Treasury Inc. : How The Bailout Redefines Corporate Theory & Practice, J.W. Verret
Treasury Inc. : How The Bailout Redefines Corporate Theory & Practice, J.W. Verret
John W Verret
Corporate law theory and practice considers shareholder relations with companies and the implications of ownership separated from control. Yet through the TARP bailout and the government's resultant shareholding, ownership and control at many companies has merged, leaving corporate theory and practice for the financial and automotive sectors in chaos. The government's $700 billion bailout is a unique historical event; not merely because of its size, but because of a resulting ripple through corporate scholarship and practice. This article builds on the author's four testimonies before Congress during the financial crisis and implementation of the TARP bailout and his consultation for …
Dr. Jones And The Raiders Of Lost Capital: Hedge Fund Regulation, Part Ii, John W. Verret
Dr. Jones And The Raiders Of Lost Capital: Hedge Fund Regulation, Part Ii, John W. Verret
John W Verret
Hedge funds can sometimes achieve remarkable returns. The market fees exceed that of other asset classes, leading some fund managers to engage in illicit behavior, including fraud, that violates their duty to their investors and tempts institutional investors to violate their fiduciary duty to their principals. I will examine the hedge fund registration requirement struck down during the summer of 2006, as well as the tools used by other regulators to oversee institutional investors. This study relies on a survey of literature on financial regulation, commentary on the hedge fund registration rule, models of self-regulation, and examples in other areas …