Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Activist investors (1)
- Activist-nominated directors (1)
- Corporate governance (1)
- Corporation law (1)
- Director compensation (1)
-
- Event study (1)
- Golden leash (1)
- Governance innovations (1)
- Institutional investors (1)
- Mergers and Acquisitions; M&A; Law and Economics; Empirical Legal Studies; Legal Profession; Legal Fees; Federal Securities Law; State Corporation Law; Delaware Corporation Law; Corporate Governance; Publicly Traded Companies; Deal Litigation; Non-Pecuniary Relief; Federalism; Jurisdiction (1)
- Share pricing (1)
- Shareholder activism (1)
Articles 1 - 2 of 2
Full-Text Articles in Law
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
Steven Davidoff Solomon
This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Sean J. Griffith, Steven D. Solomon, Jill E. Fisch
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Sean J. Griffith, Steven D. Solomon, Jill E. Fisch
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …