Law Commons^™

French & Sec Securities Regulation: The Search For Transparency And Openness In Decisionmaking, Keith D. Nunes, Louis Vogel, Chris X. Linn, Peter C. Kostant

Vanderbilt Journal of Transnational Law

In this Article, the authors retrace the history and development of France's securities markets. The authors find that the French markets have become dynamic and diverse in the wake of their modernization. In contrast to the passivity of the United States regulatory regime, the authors demonstrate that the role of French regulators is more aggressive and intrusive. The authors also note that, through directives seeking to coordinate the policies of member states, the European Economic Community serves as the world's leading securities regulator. The authors conclude that French securities laws have been successful in improving disclosure and market efficiency. But …

Judicial Review Of Defensive Tactics In Proxy Contests: When Is Using A Rights Plan Right?, Randall S. Thomas

Vanderbilt Law Review

Proxy contests have reemerged recently as an important part of the market for corporate control. After years of indifference to corporate elections, dissident shareholders have turned once again to the ballot box as a means of removing unwanted management. In a surprisingly large number of these battles, the challengers have succeeded in getting all or much of what they wanted."

The resurgence of proxy contests has sparked renewed interest by incumbent managements in developing powerful new defensive tactics in corporate elections. Incumbents' time-honored campaign strategies, such as switching the annual shareholders' meeting date, or restricting the potential candidates who can …