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Full-Text Articles in Law
Pre-Disclosure Accumulations By Activist Investors: Evidence And Policy, Lucian A. Bebchuk, Alon Brav, Robert J. Jackson Jr., Wei Jiang
Pre-Disclosure Accumulations By Activist Investors: Evidence And Policy, Lucian A. Bebchuk, Alon Brav, Robert J. Jackson Jr., Wei Jiang
Ira M. Millstein Center for Global Markets and Corporate Ownership
The Securities and Exchange Commission (SEC) is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a five percent or greater stake in public companies. In this Article, we provide the first systematic empirical evidence on these disclosures and find that several of the petition's factual premises are not consistent with the evidence.
Our analysis is based on about 2,000 filings by activist hedge funds during the period of 1994-2007. We find that the data are inconsistent with the petition's …
Conscience, Incorporated, James D. Nelson
Conscience, Incorporated, James D. Nelson
Ira M. Millstein Center for Global Markets and Corporate Ownership
Do business corporations have free exercise rights? This question has become critically important in recent challenges to the Affordable Care Act’s so-called “contraception mandate.” A host of businesses selling ordinary goods and services claim that they cannot be compelled to provide employees with insurance that covers contraception. Courts have divided over whether corporations can assert rights of conscience, and existing theoretical accounts fail to provide guidance on this question.
This Article offers a new normative framework for evaluating corporate claims of conscience. Drawing on theories of conscience and collective rights, it develops a “social theory” of conscience that explains how …