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Articles 1 - 19 of 19
Full-Text Articles in Law
Comment On The Definition Of "Eligible Organization" For Purposes Of Coverage Of Certain Preventive Services Under The Affordable Care Act, Robert P. Bartlett, Richard M. Buxbaum, Stavros Gadinis, Justin Mccrary, Stephen Davidoff Solomon, Eric L. Talley
Comment On The Definition Of "Eligible Organization" For Purposes Of Coverage Of Certain Preventive Services Under The Affordable Care Act, Robert P. Bartlett, Richard M. Buxbaum, Stavros Gadinis, Justin Mccrary, Stephen Davidoff Solomon, Eric L. Talley
Robert Bartlett
This comment letter was submitted by U.C. Berkeley corporate law professors in response to a request for comment by the Health and Human Services Department on the definition of "eligible organization" under the Affordable Care Act in light of the Supreme Court's decision in Burwell v. Hobby Lobby. "Eligible organizations" will be permitted under the Hobby Lobby decision to assert the religious principles of their shareholders to exempt themselves from the Affordable Care Act's contraceptive mandate for employees.
In Hobby Lobby, the Supreme Court held that the nexus of identity between several closely-held, for-profit corporations and their shareholders holding “a …
Law And Corporate Governance, Robert P. Bartlett, Eric L. Talley
Law And Corporate Governance, Robert P. Bartlett, Eric L. Talley
Robert Bartlett
Pragmatic and effective research on corporate governance often turns critically on appreciating the legal institutions surrounding corporate entities – yet such nuances are often unfamiliar or poorly specified to economists and other social scientists without legal training. This chapter organizes and discusses key legal concepts of corporate governance, including statutes, regulations, and jurisprudential doctrines that “govern governance” in private and public companies, with concentration on the for-profit corporation. We review the literature concerning the nature and purpose of the corporation, the objects of fiduciary obligations, the means for decision making within the firm, as well as the overlay of state …
Taking Finance Seriously: How Debt Financing Distorts Bidding Outcomes In Corporate Takeovers, Robert P. Bartlett Iii
Taking Finance Seriously: How Debt Financing Distorts Bidding Outcomes In Corporate Takeovers, Robert P. Bartlett Iii
Robert Bartlett
Economic analysis of corporate takeovers has traditionally advocated legal doctrines that ensure a target company in a takeover contest is acquired by the bidder willing to pay the most for it. The reason stems from the conventional assumption that a bidder's offer price should reflect its ability to put a target's assets to productive use. This Article challenges this assumption by turning to the success of private equity firms in outbidding publicly traded, strategic bidders during the takeover wave of 2004 to 2007. Using standard valuation modeling, this Article reveals how a critical component of any bidder's valuation of a …
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Robert Bartlett
No abstract provided.
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii
Robert Bartlett
In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for addressing …
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett Iii
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett Iii
Robert Bartlett
No abstract provided.
Developments In The Law--The Law Of Cyberspace, Robert Bartlett
Developments In The Law--The Law Of Cyberspace, Robert Bartlett
Robert Bartlett
No abstract provided.
The Impact Of State Law On Federal Income Taxation, Robert C. Bartlett
The Impact Of State Law On Federal Income Taxation, Robert C. Bartlett
Robert Bartlett
No abstract provided.
The Impact Of State Law On Federal Income Taxation, Robert C. Bartlett
The Impact Of State Law On Federal Income Taxation, Robert C. Bartlett
Robert Bartlett
No abstract provided.
Taking Finance Seriously: How Debt Financing Distorts Bidding Outcomes In Corporate Takeovers, Robert P. Bartlett Iii
Taking Finance Seriously: How Debt Financing Distorts Bidding Outcomes In Corporate Takeovers, Robert P. Bartlett Iii
Robert Bartlett
Economic analysis of corporate takeovers has traditionally advocated legal doctrines that ensure a target company in a takeover contest is acquired by the bidder willing to pay the most for it. The reason stems from the conventional assumption that a bidder's offer price should reflect its ability to put a target's assets to productive use. This Article challenges this assumption by turning to the success of private equity firms in outbidding publicly traded, strategic bidders during the takeover wave of 2004 to 2007. Using standard valuation modeling, this Article reveals how a critical component of any bidder's valuation of a …
Making Banks Transparent, Robert P. Bartlett Iii
Making Banks Transparent, Robert P. Bartlett Iii
Robert Bartlett
No abstract provided.
Understanding Price-Based Antidilution Protection: Five Principles To Apply When Negotiating A Down-Round Financing, Robert P. Bartlett
Understanding Price-Based Antidilution Protection: Five Principles To Apply When Negotiating A Down-Round Financing, Robert P. Bartlett
Robert Bartlett
As most venture capital investors are aware, the economic downturn of the past two years—and the concomitant decrease in private company valuations—has created an opportunity for significant returns on new venture investments seldom seen since the early 1990s. Yet while the investment opportunities of the current economic environment may have attractive financial valuations, they frequently come with the added cost of significant transactional complexity. In particular, the issuance of securities by a private company at a price that is below the price previously paid by the company's investors (typically referred to as a “down-round” financing) may trigger one or more …
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Robert Bartlett
An implicit dichotomy of the corporation exists in legal scholarship. On one side of the dichotomy rests the publicly held corporation suffering from a significant conflict of interest between its managers and dispersed shareholders; on the other side, the closely held corporation plagued by intershareholder conflict. This Article argues that understanding the agency problems that can exist within a firm demands a rejection of this traditional dichotomy and the theories of the firm built upon it. Using venture capital (VC) finance, this Article demonstrates how this dichotomy obscures how all firms -- public and private -- often face the same …
Commentary, Robert P. Bartlett
Going Private But Staying Public: Reexamining The Effect Of Sarbanes-Oxley On Firms' Going-Private Decisions, Robert P. Bartlett
Going Private But Staying Public: Reexamining The Effect Of Sarbanes-Oxley On Firms' Going-Private Decisions, Robert P. Bartlett
Robert Bartlett
No abstract provided.
Inefficiencies In The Information Thicket: A Case Study Of Derivative Disclosures During The Financial Crisis, Robert P. Bartlett
Inefficiencies In The Information Thicket: A Case Study Of Derivative Disclosures During The Financial Crisis, Robert P. Bartlett
Robert Bartlett
No abstract provided.
The Institutional Framework For Cost Benefit Analysis In Financial Regulation: A Tale Of Four Paradigms?, Robert Bartlett
The Institutional Framework For Cost Benefit Analysis In Financial Regulation: A Tale Of Four Paradigms?, Robert Bartlett
Robert Bartlett
This paper, written for a Conference on Cost-Benefit Analysis (CBA) of Financial Regulation held at the University of Chicago in October 2013, analyzes the institutional framework that has historically governed the CBA of financial regulation. Although U.S. financial regulators are often portrayed as being immune from CBA, the paper shows how each major regulator has historically used CBA under one of four distinct institutional paradigms. The existence of these distinct paradigms highlights that a formal CBA requirement need not lead to regulatory paralysis as opponents of CBA often contend, but the uneven application of CBA they engender provides reason to …
The Transformation And Re-Transformation Of American Business Law, 1980 To The Present, Robert Bartlett, John Lee
The Transformation And Re-Transformation Of American Business Law, 1980 To The Present, Robert Bartlett, John Lee
Robert Bartlett
No abstract provided.
The Ancillary Agreements, Robert Bartlett