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Articles 1 - 17 of 17

Full-Text Articles in Law

The Fair Value Of Cornfields In Delaware Appraisal Law, Lawrence Hamermesh, Michael L. Wachter Oct 2005

The Fair Value Of Cornfields In Delaware Appraisal Law, Lawrence Hamermesh, Michael L. Wachter

Faculty Scholarship at Penn Law

The Delaware Supreme Court’s opinions in Weinberger and Technicolor have left a troublesome uncertainty in defining the proper approach to the valuation of corporate shares. That uncertainty – increasingly important as going private mergers become more frequent – can be resolved by a blend of financial and doctrinal analysis. The primary problem—the potential opportunism by controlling shareholders in timing going private mergers—can be addressed by a more complete understanding of corporate finance. The definition of fair value must include not only the present value of the firm’s existing assets, but also the future opportunities to reinvest free cash ...


Initial Interest Confusion: Standing At The Crossroads Of Trademark Law, Jennifer Rothman Oct 2005

Initial Interest Confusion: Standing At The Crossroads Of Trademark Law, Jennifer Rothman

Faculty Scholarship at Penn Law

While the benchmark of trademark infringement traditionally has been a demonstration that consumers are likely to be confused by the use of a similar or identical trademark to identify the goods or services of another, a court-created doctrine called initial interest confusion allows liability for trademark infringement solely on the basis that a consumer might initially be interested, attracted, or distracted by a competitor's, or even a non-competitor's, product or service. Initial interest confusion is being used with increasing frequency, especially on the Internet, to shut down speech critical of trademark holders and their products and services, to ...


Why Defer To Managers? A Strong-Form Efficiency Model, Richard E. Kihlstrom, Michael L. Wachter Jul 2005

Why Defer To Managers? A Strong-Form Efficiency Model, Richard E. Kihlstrom, Michael L. Wachter

Faculty Scholarship at Penn Law

We compare the efficiency with which management discretion and shareholder choice regulate hostile tender offers. This is the first paper in a long running debate that rigorously compares these legal rules to analyze both the critical informational assumptions and the interplay of those assumptions with principles of financial market efficiency. A critical innovation of our model is its focus on an informed management’s choice among alternative corporate policies under the protection of the business judgment rule, but where agency costs exist. We assume that corporate assets and reinvestment opportunities are efficiently priced by financial markets, but that markets never ...


Theories Of The Employment Relationship: Choosing Between Norms And Contracts, Michael L. Wachter Jun 2005

Theories Of The Employment Relationship: Choosing Between Norms And Contracts, Michael L. Wachter

Faculty Scholarship at Penn Law

In this paper, I analyze three types of labor market relationships that are prevalent in the economy - the external labor market that exists outside of firms, and the union and nonunion employment relationships that exist inside firms. The parties' relationships in each of these markets are markedly different from one another with respect to their use of contracts versus norms, their enforcement mechanisms, and their reliance on external competitive market pressures. Why do these very distinct forms exist? This paper provides an answer to this question. To be successful, each of the structures has to resolve problems of match-specific assets ...


Unilateral Refusals To License In The U.S., Herbert J. Hovenkamp, Mark D. Janis, Mark A. Lemley Jun 2005

Unilateral Refusals To License In The U.S., Herbert J. Hovenkamp, Mark D. Janis, Mark A. Lemley

Faculty Scholarship at Penn Law

Most antitrust claims relating to intellectual property involve challenges to agreements, licensing practices or affirmative conduct involving the use or disposition of the intellectual property rights or the products they cover. But sometimes an antitrust claim centers on an intellectual property owner's refusal to use or license an intellectual property right, perhaps coupled with efforts to enforce the intellectual property right against infringers. The allegation may be that the intellectual property right is so essential to competition that it must be licensed across the board, or that a refusal to license it to one particular party was discriminatory, or ...


Management-Based Strategies For Improving Private Sector Environmental Performance, Cary Coglianese, Jennifer Nash Mar 2005

Management-Based Strategies For Improving Private Sector Environmental Performance, Cary Coglianese, Jennifer Nash

Faculty Scholarship at Penn Law

Improvements in environmental quality depend in large measure on changes in private sector management. In recognition of this fact, government and industry have begun in recent years to focus directly on shaping the internal management practices of private firms. New management-based strategies can take many forms, but unlike conventional regulatory approaches they are linked by their distinctive focus on management practices, rather than on environmental technologies or emissions targets. This article offers the first sustained analysis of both public and private sector initiatives designed specifically to improve firms' environmental management. Synthesizing the results of a conference of leading scholars and ...


Medical Malpractice And The Insurance Underwriting Cycle, Tom Baker Jan 2005

Medical Malpractice And The Insurance Underwriting Cycle, Tom Baker

Faculty Scholarship at Penn Law

No abstract provided.


Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard Jan 2005

Do Institutions Matter? The Impact Of The Lead Plaintiff Provision Of The Private Securities Litigation Reform Act, Stephen Choi, Jill E. Fisch, A. C. Pritchard

Faculty Scholarship at Penn Law

When Congress enacted the Private Securities Litigation Reform Act in 1995 (“PSLRA”), the Act’s “lead plaintiff” provision was the centerpiece of its efforts to increase investor control over securities fraud class actions. The lead plaintiff provision alters the balance of power between investors and class counsel by creating a presumption that the investor with the largest financial stake in the case will serve as lead plaintiff. The lead plaintiff then chooses class counsel and, at least in theory, negotiates the terms of counsel’s compensation.

Congress’s stated purpose in enacting the lead plaintiff provision was to encourage institutional ...


On The Regulation Of Networks As Complex Systems: A Graph Theory Approach, Daniel F. Spulber, Christopher S. Yoo Jan 2005

On The Regulation Of Networks As Complex Systems: A Graph Theory Approach, Daniel F. Spulber, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.


Environmental Trade Measures, The Shrimp-Turtle Rulings, And The Ordinary Meaning Of The Text Of The Gatt, Howard F. Chang Jan 2005

Environmental Trade Measures, The Shrimp-Turtle Rulings, And The Ordinary Meaning Of The Text Of The Gatt, Howard F. Chang

Faculty Scholarship at Penn Law

No abstract provided.


Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton Jan 2005

Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Corporate Shaming Revisited: An Essay For Bill Klein, David A. Skeel Jr. Jan 2005

Corporate Shaming Revisited: An Essay For Bill Klein, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.


The Academic Tournament Over Executive Compensation, William W. Bratton Jan 2005

The Academic Tournament Over Executive Compensation, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Beyond Network Neutrality, Christopher S. Yoo Jan 2005

Beyond Network Neutrality, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.


The New Dividend Puzzle, William W. Bratton Jan 2005

The New Dividend Puzzle, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch Jan 2005

How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.


Institutional Competition To Regulate Corporations: A Commment On Macey, Jill E. Fisch Jan 2005

Institutional Competition To Regulate Corporations: A Commment On Macey, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.