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Articles 1 - 25 of 25
Full-Text Articles in Law
In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker
In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker
Anne Tucker
A startup's path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees' incentives to pursue gold. If the employees and investors expect the startup to balance the goal of profitability with another goal - the goal of good - the risks are likely to both grow and multiply. They grow to the extent that profits are threatened, and they multiply to the extent that balancing competing goals adds a dimension to the incentive problem. In this Article, we explore …
Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker
Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker
Anne Tucker
In this Essay, I challenge the conventional corporate law wisdom that unhappy mutual fund investors paying high fees don’t need litigation or regulation to protect their interests because they should simply exit a fund and reinvest elsewhere. The exit solution, advanced by Professors John Morley and Quinn Curtis in Taking Exit Rights Seriously provided an elegantly simply solution to the problem of unhappy indirect investors (e.g., mutual fund investors) given that they are often low-dollar, low-incentive, rationally-apathetic investors facing enormous information asymmetries and collective action problems. According to their view, competition produced by exit, or the threat of exit, is …
The Meaning Of Hobby Lobby: Bedrooms, Boardrooms & Burdens, Anne Tucker
The Meaning Of Hobby Lobby: Bedrooms, Boardrooms & Burdens, Anne Tucker
Anne Tucker
No abstract provided.
Contributor, Anne Tucker
The Implication Of Burwell V Hobby Lobby: Three Perspectives, Erin Fuse Brown, Anne Tucker, Eric Segall
The Implication Of Burwell V Hobby Lobby: Three Perspectives, Erin Fuse Brown, Anne Tucker, Eric Segall
Anne Tucker
In Burwell v Hobby Lobby, the United States Supreme Court recognized the right of for-profit, closely held corporations to claim a religious exemption to the Affordable Care Act’s contraceptive mandate under the religious Freedom Restoration Act. Our three panelists will unpack the ruling and discuss the implication of this case from the constitutional (Professor Eric Segall), corporate (Professor Anne Tucker) and health law perspectives.
Business Organizations, Anne Tucker
Institutional Investors' Appetite For Alternatives, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker
Institutional Investors' Appetite For Alternatives, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker
Anne Tucker
No abstract provided.
Institutional Investing When Shareholders Are Not Supreme, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker
Institutional Investing When Shareholders Are Not Supreme, Christopher Geczy, Jessica Jeffers, David Musto, Anne Tucker
Anne Tucker
Institutional investors, with trillions in assets under management, hold increasingly important stakes in public companies and fund individual retirement for many Americans, making institutional investors’ behaviors and preferences paramount determinants of capital allocations and the economy. In this paper, we examine high fiduciary duty institutions' (HFDIs') response to decreased profit maximization pressure as measured by the effect of constituency statutes on HFDI investment. We ask this question, in part, to anticipate HFDIs’ response to alternative purpose firms, like benefit corporations. Only with access to institutional investors’ capital can alternative purpose firms gain economic significance to rival the purely for-profit corporation. …
The Outside Investor: Citizen Shareholders & Corporate Alienation, Anne M. Tucker
The Outside Investor: Citizen Shareholders & Corporate Alienation, Anne M. Tucker
Anne Tucker
This Article explores the creation and conundrum of citizen shareholders - investors who enter the securities market primarily through employer-sponsored defined-contribution plans, invest in mutual or index funds, and are saving for long-term goals like retirement. Citizen shareholders are a consequence of a retirement revolution, and are the fastest growing group of investors. Citizen shareholders are distinguishable from other shareholders on the grounds of choice, exit, and the number of intermediaries inserted into the investment chain in defined-contribution plans. They are largely missing from corporate policy and scholarship debates; few discussions have incorporated the growing reality that shareholder status has …
The Short Road Home From Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne Tucker
The Short Road Home From Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne Tucker
Anne Tucker
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
E-Discovery Business Impact: Response Plans And Insurance Coverage, Anne Tucker, Vjollca Prroni
E-Discovery Business Impact: Response Plans And Insurance Coverage, Anne Tucker, Vjollca Prroni
Anne Tucker
No abstract provided.
Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United, Anne M. Tucker
Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United, Anne M. Tucker
Anne Tucker
In the wake of the January, 2010 Supreme Court decision in Citizens United, special interest groups, citizens, and politicians alike have engaged in a rigorous debate about the role of corporate speech within our democratic process. The First Amendment issues raised in Citizens United - to that extent do corporations have a constitutionally protected right to participate in and influence our elections through expenditures - evoke larger questions about the roles, rights, and responsibilities of corporations within our society. This article concludes that the Supreme Court did not reference corporate law principles when analyzing the fundamental First Amendment debate in …
Enhanced Educational Value Of Experiential Learning: The Business Court Project, Anne. Tucker, Susan Willey, Nancy Mansfield
Enhanced Educational Value Of Experiential Learning: The Business Court Project, Anne. Tucker, Susan Willey, Nancy Mansfield
Anne Tucker
No abstract provided.
Getting To Yes In Specialized Courts: The Unique Role Of Adr In Business Court Cases, Benjamin Tennille, Lee Applebaum, Anne Tucker
Getting To Yes In Specialized Courts: The Unique Role Of Adr In Business Court Cases, Benjamin Tennille, Lee Applebaum, Anne Tucker
Anne Tucker
No abstract provided.
Curbing Corporate Inversions Through Public Pressure For Economic Patriotism, Anne Tucker
Curbing Corporate Inversions Through Public Pressure For Economic Patriotism, Anne Tucker
Anne Tucker
No abstract provided.
Sec On Track With New Insider Cases, Anne M. Tucker
Retirement Revolution: Unmitigated Risks In The Defined Contribution Society, Anne M. Tucker
Retirement Revolution: Unmitigated Risks In The Defined Contribution Society, Anne M. Tucker
Anne Tucker
A revolution in the retirement landscape over the last several decades shifted the predominant savings vehicle from traditional pensions (a defined benefit plan) to self-directed accounts like the 401(k) (a defined contribution plan) and has drastically changed how people invest in the stock market and why. The prevalence of self-directed, defined contribution plans has created our defined contribution society and a new class of investors — the citizen shareholders — who enter private securities market through self-directed retirement plans, invest for long-term savings goals and are predominantly indirect shareholders. With 90 million Americans invested in mutual funds, and nearly 75 …
Administration Encourages U.S. Firms To Practice "Economic Patriotism", Anne M. Tucker
Administration Encourages U.S. Firms To Practice "Economic Patriotism", Anne M. Tucker
Anne Tucker
No abstract provided.
Guest Blogger, Anne M. Tucker
A Bad Investment: Recognizing Religious Rights Of Corporations, Anne M. Tucker
A Bad Investment: Recognizing Religious Rights Of Corporations, Anne M. Tucker
Anne Tucker
No abstract provided.
Who's The Boss? Unmasking Oversight Liability Within The Corporate Power Puzzle, Anne Tucker
Who's The Boss? Unmasking Oversight Liability Within The Corporate Power Puzzle, Anne Tucker
Anne Tucker
This article explores the competing interests between director authority and accountability within the doctrinal developments underpinning the arguments for and against director oversight liability. The historic losses suffered by companies entangled in the web of subprime mortgages, collateralized debt holdings, and the ensuing credit crisis have brought the role of corporate directors as risk managers under renewed public scrutiny. Directors' authority and their accountability to shareholders are two critical pieces to striking the appropriate balance among the roles, rights, and responsibilities of directors, officers, shareholders, and other corporate constituencies who operate within the corporate power puzzle. Numerous shareholder derivative suits …
Making A Case For Business Courts: A Survey Of And Proposed Framework To Evaluate Business Courts, Anne Tucker
Making A Case For Business Courts: A Survey Of And Proposed Framework To Evaluate Business Courts, Anne Tucker
Anne Tucker
This article addresses the issues related to specialized courts, specifically focusing on business courts, and provides a comprehensive overview of the evolution of non-Delaware business courts. After addressing the theoretical assumptions of and civil justice goals served by business courts, the article proposes a framework to evaluate and measure the success of business courts by focusing on efficiency, quality of decision-making, and the perception of due process. The article surveys existing business courts and undertakes a comparative analysis of their structural elements: case subject matter, jurisdiction, minimum damages thresholds, and transfer procedures. The article then analyzes the existing programs under …
Striking Over The Risks Of Retirement Savings, Anne M. Tucker
Striking Over The Risks Of Retirement Savings, Anne M. Tucker
Anne Tucker
No abstract provided.
The Citizen Shareholder: Modernizing The Agency Paradigm To Reflect How And Why A Majority Of Americans Invest In The Market, Anne Tucker
Anne Tucker
This Article examines corporate law from the perspective of personal investment and discusses the economic realities of modern investments in order to understand the role of shareholders within the agency paradigm. Corporate law, its scholars, and suggested reforms traditionally focus on the internal organization of the corporation. For example, agency principles inform corporate law by acknowledging a potential conflict of interest between the managers and shareholders of a corporation. Reforms such as increased shareholder voting rights and proxy access, which seek to give shareholders a more direct means to make their interests known to managers, illustrate corporate law’s focus on …
Rational Coercion: Citizens United And A Modern Day Prisoner's Dilemma, Anne Tucker
Rational Coercion: Citizens United And A Modern Day Prisoner's Dilemma, Anne Tucker
Anne Tucker
No abstract provided.