Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Organizations Law (22)
- Antitrust and Trade Regulation (11)
- Business (9)
- Banking and Finance Law (7)
- Commercial Law (6)
-
- Intellectual Property Law (6)
- Securities Law (6)
- Contracts (5)
- Internet Law (5)
- Law and Economics (5)
- Tax Law (5)
- Courts (4)
- Legal Education (4)
- Legislation (4)
- Oil, Gas, and Mineral Law (4)
- Social and Behavioral Sciences (4)
- Administrative Law (3)
- Civil Law (3)
- Constitutional Law (3)
- Criminal Law (3)
- Energy and Utilities Law (3)
- Insurance Law (3)
- International Law (3)
- International Trade Law (3)
- Jurisprudence (3)
- Litigation (3)
- Natural Resources Law (3)
- Organizations Law (3)
- State and Local Government Law (3)
- Institution
-
- Fordham Law School (6)
- Selected Works (4)
- SelectedWorks (4)
- University of Georgia School of Law (4)
- University of Kentucky (4)
-
- Pepperdine University (3)
- Universitas Indonesia (3)
- University of Colorado Law School (3)
- Roger Williams University (2)
- University of Pennsylvania Carey Law School (2)
- University of Tennessee College of Law (2)
- BLR (1)
- Boston University School of Law (1)
- Cleveland State University (1)
- Columbia Law School (1)
- Georgia State University College of Law (1)
- Liberty University (1)
- Louisiana State University Law Center (1)
- Notre Dame Law School (1)
- Singapore Management University (1)
- St. Mary's University (1)
- Texas A&M University School of Law (1)
- United Arab Emirates University (1)
- University of Florida Levin College of Law (1)
- University of Michigan Law School (1)
- University of Missouri School of Law (1)
- University of Oklahoma College of Law (1)
- University of Richmond (1)
- University of Washington School of Law (1)
- Vanderbilt University Law School (1)
- Publication Year
- Publication
-
- Faculty Scholarship (3)
- Fordham Journal of Corporate & Financial Law (3)
- Scholarly Works (3)
- The Journal of Business, Entrepreneurship & the Law (3)
- "Dharmasisya” Jurnal Program Magister Hukum FHUI (2)
-
- All Faculty Scholarship (2)
- Articles (2)
- Fordham Intellectual Property, Media and Entertainment Law Journal (2)
- Kentucky Law Journal (2)
- Law Faculty Scholarly Articles (2)
- Life of the Law School (1993- ) (2)
- Publications (2)
- Dan Morrissey (1)
- Dr. A.V Narsimha Rao (1)
- Eric A. Engle (1)
- ExpressO (1)
- Faculty Articles (1)
- Fordham Law Review (1)
- Georgia Journal of International & Comparative Law (1)
- Georgia Law Review (1)
- Georgia State University Law Review (1)
- John W. Nelson (1)
- Joseph P. Bauer (1)
- Journal Articles (1)
- Jurnal Hukum & Pembangunan (1)
- LLM Theses and Essays (1)
- LSU Journal of Energy Law and Resources (1)
- Law Faculty Articles and Essays (1)
- Mark E Pickering (1)
- Megan Wischmeier Shaner (1)
- Publication Type
Articles 1 - 30 of 58
Full-Text Articles in Law
Antitrust For Dominant Digital Platforms: An Alternative To The Monopoly Power Standard To Restore Competition, Jordan Ramsey
Antitrust For Dominant Digital Platforms: An Alternative To The Monopoly Power Standard To Restore Competition, Jordan Ramsey
Senior Honors Theses
Antitrust law is meant to promote competition by prohibiting anticompetitive business practices such as mergers and acquisitions as well as exclusionary conduct. Judicial interpretation of antitrust law has allowed dominant digital platforms to undertake anticompetitive actions without prosecution. The Sherman Antitrust Act should be amended to remove the monopoly power standard that allows firms to engage in anticompetitive conduct as long as the conduct does not create or uphold monopoly power. The amendment would make anticompetitive conduct illegal regardless of monopoly power, as long as six proof requirements are met. This would result in lessened market concentration, which would benefit …
Why Do Corporations Merge And Why Should Law Care?, Chris Sagers
Why Do Corporations Merge And Why Should Law Care?, Chris Sagers
Law Faculty Articles and Essays
Mergers and acquisitions are extraordinarily prevalent in the United States, generating massive expenditures every year. However, a serious empirical puzzle lies at the heart of all that activity. That empirical phenomenon's most remarkable feature by far is that even though it is well established in an extensive literature and implies far-reaching policy consequences, American law ignores it entirely.
Generations of researchers have failed to find evidence that merger and acquisition activity generates any lasting benefits for the combining firms' owners or anyone else. No one seriously doubts that efficiencies of scale or technological integration are real or that acquisitions sometimes …
Perbandingan Pengaturan Penawaran Tender (Studi Komparatif: Amerika Serikat, Thailand Dan Indonesia), Areta Artauli
Perbandingan Pengaturan Penawaran Tender (Studi Komparatif: Amerika Serikat, Thailand Dan Indonesia), Areta Artauli
"Dharmasisya” Jurnal Program Magister Hukum FHUI
This writing discusses about various types of the Tender Offer scheme in the United States as a developed countries, Thailand as a developing countries compared to the tender offer regulation in Indonesia. Tender Offer in Indonesia is stipulated by Peraturan Otoritas Jasa Keuangan (POJK) No 54 /POJK.04/2015 concerning Voluntary Tender Offer and Peraturan Otoritas Jasa Keuangan No. 9 /POJK.04/2018 concerning Takeover of Public Company. In general, the three countries have the same understanding and purpose regarding the Tender Offer, namely to protect investors (shareholders) and create a fair capital market activities. This study aims to determine of several differences also …
Tinjauan Yuridis Notifikasi Merger Dalam Hukum Persaingan Usaha : Studi Kasus Pt Fks Multi Agro Tbk, Muhammad Surya Mustariyakuma
Tinjauan Yuridis Notifikasi Merger Dalam Hukum Persaingan Usaha : Studi Kasus Pt Fks Multi Agro Tbk, Muhammad Surya Mustariyakuma
"Dharmasisya” Jurnal Program Magister Hukum FHUI
Mergers, Consolidations and Acquisitions are corporate actions that commonly occur in the business world. The corporate action is a means for companies to strengthen its position in the market and maximize corporate profits. But on the other hand, the Merger, Consolidation and Acquisition also has the potential to lead to anti-competitive practices by joining two large companies so as to dominate the market share and kill other business actors. Law No. 5 of 1999 explicitly regulates the provisions of mergers, consolidations, and acquisitions, namely articles 28 and 29. Furthermore, the technical provisions regarding merger notification are regulated in Government Regulation …
The Value Of Fiduciary Duties: Evidence From En Bloc Sales In Singapore, Jianfeng Hu, Kelvin F. K. Low, Wei Zhang
The Value Of Fiduciary Duties: Evidence From En Bloc Sales In Singapore, Jianfeng Hu, Kelvin F. K. Low, Wei Zhang
Research Collection Lee Kong Chian School Of Business
This paper examines the impact of fiduciary duties on collective asset sales in the case of owners acting as delegates for other owners, thereby potentially inducing conflicts of interests. Our identification strategy exploits a unique legal shock in Singapore, which established fiduciary duties in those transactions in the real estate market known colloquially as en bloc sales. The imposition of fiduciary duties caused the price premium of units sold via en bloc sales to increase over units ineligible for en bloc sale, as well as over units that, although eligible for en bloc sale, are sold individually. In addition, this …
Special Purpose Acquisition Companies (Spacs) And The Sec, Neal Newman, Lawrence J. Trautman
Special Purpose Acquisition Companies (Spacs) And The Sec, Neal Newman, Lawrence J. Trautman
Faculty Scholarship
Special Purpose Acquisition Companies (SPACs) are simply enterprises that raise money from the public with the intention of purchasing an existing business and becoming publicly traded in the securities markets. If the SPAC is successful in raising money and the acquisition takes place, the target company takes the SPAC’s place on a stock exchange in a transaction that resembles a public offering. Also known as “blank-check” or “reverse merger” companies, this process avoids many of the pitfalls of a traditional initial public offering.
During late 2020 and 2021 an unprecedented surge in the popularity and issuance of Special Purpose Acquisition …
Bentuk Penanaman Modal Asing Bangkok Bank Di Indonesia Berdasarkan Hukum Penanaman Modal, Desi Ariani Sinulingga
Bentuk Penanaman Modal Asing Bangkok Bank Di Indonesia Berdasarkan Hukum Penanaman Modal, Desi Ariani Sinulingga
Jurnal Hukum & Pembangunan
Investment is part of the implementation of the country's economy which aims to increase national economic growth, create jobs, and encourage national economic development so that a prosperous, equal, and prosperous society can be realized. Investment regulation in Indonesia has been started since the issuance of Act Number 1 of 1967 concerning Foreign Investment and Act Number 6 of 1968 concerning Domestic Investment. Both regulations have been revoked by Act Number 25 of 2007 concerning Investment, and part of the provisions have been amended by the Omnibus Act Number 11 of 2020 concerning Job Creation. Foreign investment in Indonesia can …
Anticompetitive Merger Review, Samuel N. Weinstein
Anticompetitive Merger Review, Samuel N. Weinstein
Articles
U.S. antitrust law empowers enforcers to review pending mergers that might undermine competition. But there is growing evidence that the merger-review regime is failing to perform its core procompetitive function. Industry concentration and the power of dominant firms are increasing across key sectors of the economy. In response, progressive advocates of more aggressive antitrust interventions have critiqued the substantive merger-review standard, arguing that it is too friendly to merging firms. This Article traces the problem to a different source: the merger-review process itself. The growing length of reviews, the competitive restrictions merger agreements place on acquisition targets during review, and …
Anticompetitive Merger Review, Samuel N. Weinstein
Anticompetitive Merger Review, Samuel N. Weinstein
Georgia Law Review
U.S. antitrust law empowers enforcers to review pending mergers that might undermine competition. But there is growing evidence that the merger-review regime is failing to perform its core procompetitive function. Industry concentration and the power of dominant firms are increasing across key sectors of the economy. In response, progressive advocates of more aggressive antitrust interventions have critiqued the substantive merger-review standard, arguing that it is too friendly to merging firms. This Article traces the problem to a different source: the merger-review process itself. The growing length of reviews, the competitive restrictions merger agreements place on acquisition targets during review, and …
Law School News: Staff Person Of The Year 2021: Ann Marie Thompson 05/18/2021, Michael M. Bowden
Law School News: Staff Person Of The Year 2021: Ann Marie Thompson 05/18/2021, Michael M. Bowden
Life of the Law School (1993- )
No abstract provided.
Law School News: Staff Person Of The Year: Ann Marie Thompson 05-12-2020, Michael M. Bowden
Law School News: Staff Person Of The Year: Ann Marie Thompson 05-12-2020, Michael M. Bowden
Life of the Law School (1993- )
No abstract provided.
Getting What You Bargained For: Avoiding Legal Uncertainty In Survival Clauses For A Seller's Representations And Warranties In M&A Purchase Agreements, Will Pugh
The Journal of Business, Entrepreneurship & the Law
This note will examine the variables that effect the way that courts may limit parties’ contractual freedom to shorten or lengthen statutes of limitation. It will describe the legal levers that determine the applicable survival period and suggest ways that parties can reduce legal uncertainty around the “basket” of provisions including reps, warranties, survival, and indemnification periods. One key detail examined by this note is “borrowing statutes ”that could operate to import another state’s controlling statute. Additionally, this note will discuss ways in which the contractual right to indemnification for breached reps and warranties is a substantive right that is …
Entire Fairness: A Call To Preserve Delaware Doctrine, Lisa Bei Li
Entire Fairness: A Call To Preserve Delaware Doctrine, Lisa Bei Li
The Journal of Business, Entrepreneurship & the Law
Appraisal arbitrage is on the rise. Institutional investors—namely, hedge funds—buy into target companies after their merger announcements and bet on the price. By purposely taking a minority position, these funds proceed to courts to obtain what they otherwise could not in the market: a “fair value.” Where there is no allegation of wrongdoing or injury, these plaintiffs nonetheless successfully divert deal value away from business combinations. Based on a misunderstood statute, appraisal arbitrage has exploded into a multi-billion dollar industry for large fund investors. In June 2016, amid growing concerns, the Delaware General Assembly amended section 262, Delaware’s appraisal statute. …
What A Technical Services Librarian Wants Their Library Director To Know, Georgia Briscoe
What A Technical Services Librarian Wants Their Library Director To Know, Georgia Briscoe
Publications
Promoting the value of technical services librarians in the digital age.
The Shifting Tides Of Merger Litigation, Randall Thomas, Matthew D. Cain, Jill Fisch, Steven D. Solomon
The Shifting Tides Of Merger Litigation, Randall Thomas, Matthew D. Cain, Jill Fisch, Steven D. Solomon
Vanderbilt Law School Faculty Publications
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award. We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger …
Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke
Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke
Scholarly Works
Voting rights are a basic shareholder-protection mechanism. Outside of the core voting requirements state law imposes (election of directors and votes on fundamental changes), federal law grants shareholders additional voting rights. But these rights introduce concomitant costs into corporate governance. Each grant of a voting right thus invites the question: is the benefit achieved worth the cost the vote imposes?
The question is not merely a theoretical one. Recently the SEC, concerned about Nasdaq’s potential weakening of shareholder voting protections, has lamented that little evidence exists on the value of the shareholder vote. This Article provides that evidence. It examines …
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
All Faculty Scholarship
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.
We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger …
Merging Of Companies According To The Provisions Of The Federal Law No. 2 Of 2015 Of The United Arab Emirates: A Comparative Study, أنغام رشيد حسين محمد إسماعيل
Merging Of Companies According To The Provisions Of The Federal Law No. 2 Of 2015 Of The United Arab Emirates: A Comparative Study, أنغام رشيد حسين محمد إسماعيل
Theses
This study aimed to achieve the fundamental goal is to identify the merger of companies in the UAE Federal Law No. 2 of 2015, and the ramifications of this goal several sub-goals, including identification of the concept of corporate mergers and rulings in the UAE law, the detection characteristics and motivations, and to identify the effects of the merger on companies and partners, shareholders and third parties from creditors and debtors and certain types of contracts.
Through my thesis for the merger of companies in the UAE Law No. 2 of 2015, and analysis of legal texts on the subject, …
Buying Monopoly: Antitrust Limits On Damages For Externally Acquired Patents, Erik N. Hovenkamp, Herbert J. Hovenkamp
Buying Monopoly: Antitrust Limits On Damages For Externally Acquired Patents, Erik N. Hovenkamp, Herbert J. Hovenkamp
All Faculty Scholarship
The “monopoly” authorized by the Patent Act refers to the exclusionary power of individual patents. That is not the same thing as the acquisition of individual patent rights into portfolios that dominate a market, something that the Patent Act never justifies and that the antitrust laws rightfully prohibit.
Most patent assignments are procompetitive and serve to promote the efficient commercialization of patented inventions. However, patent acquisitions may also be used to combine substitute patents from external patentees, giving the acquirer an unearned monopoly position in the relevant technology market. A producer requires only one of the substitutes, but by acquiring …
Dealing In Distressed Energy Assets, William Wallander, Katie Drell Grissel, Bradley Foxman, Garrick Smith, Reese O'Connor
Dealing In Distressed Energy Assets, William Wallander, Katie Drell Grissel, Bradley Foxman, Garrick Smith, Reese O'Connor
LSU Journal of Energy Law and Resources
No abstract provided.
O Estado Atual Dos E-Books Em Bibliotecas Jurídicas Dos Estados Unidos: Uma Pesquisa, Wilhelmina Randtke, Stacy Fowler
O Estado Atual Dos E-Books Em Bibliotecas Jurídicas Dos Estados Unidos: Uma Pesquisa, Wilhelmina Randtke, Stacy Fowler
Faculty Articles
Rising prices for print legal materials have caused an accelerated shift to acquisitions exclusively in electronic format. This study reports results of a survey of U.S. law libraries regarding indexing of electronic materials, including cataloging practices and other ways of making electronic materials available to and discoverable by patrons. This is a reprint of The Current State of E-Books in U.S. Law Libraries: A Survey, 108 Law Libr. J. 361 (2016), translated into Portuguese.
Growing Pains: How The North Dakota Supreme Court’S Decision In Baha Petroleum Consulting Corp. V. Job Service North Dakota Fails To Set Precedent In The Booming Oil And Gas Industry, David W. Wilken
Oil and Gas, Natural Resources, and Energy Journal
No abstract provided.
The Trademark As A Novel Innovation Index, Brian J. Focarino
The Trademark As A Novel Innovation Index, Brian J. Focarino
The Journal of Business, Entrepreneurship & the Law
When studying the relationship that exists between entrepreneurship and intellectual property, patents receive the most scholarly attention. The attention makes sense when we consider that patents are closely associated with technical progress, grant temporary monopolies that incentivize investment in research & development (R&D), and function as vectors of technological dissemination in and of themselves. In a number of industries however, conventional forms of innovation often associated with patenting are minimal or missing altogether, and require us to look elsewhere to discern innovative behavior. This Essay highlights novel applications for trademark law to entrepreneurial activity in low-technology industries and low-financing locations …
International Implications Of The 1982 Merger Guidelines, Vincent Draa
International Implications Of The 1982 Merger Guidelines, Vincent Draa
Georgia Journal of International & Comparative Law
No abstract provided.
Incorporating Legal Claims, Maya Steinitz
Incorporating Legal Claims, Maya Steinitz
Faculty Scholarship
Recent years have seen an explosion of interest in commercial litigation funding. Whereas the judicial, legislative, and scholarly treatment of litigation finance has regarded litigation finance first and foremost as a form of champerty and sought to regulate it through rules of legal professional responsibility (hereinafter, the "legal ethics paradigm"), this Article suggests that the problems created by litigation finance are all facets of the classic problems created by "the separation of ownership and control" that have been a focus of business law since the advent of the corporate form. Therefore, an "incorporation paradigm," offered here, is more appropriate. "Incorporating …
Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer
Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer
Faculty Scholarship
This chapter examines the influence of tax on managerial agency costs, with particular emphasis on public companies in the United States. Focusing on “C-corporations,” this chapter first considers why tax is an imperfect vehicle for mitigating managerial agency costs. It then discusses how tax influences the compensation of managers, both in ways policy makers intended, and in ways they did not. The chapter also considers how tax affects management decisions about capital structure, hedging, and acquisitions. In addition, this chapter explores the tax system’s influence on the ability and incentives of shareholders to monitor management. This chapter then concludes with …
Protecting Cultural Heritage By Strictly Scrutinizing Museum Acquisitions, Leila Alexandra Amineddoleh
Protecting Cultural Heritage By Strictly Scrutinizing Museum Acquisitions, Leila Alexandra Amineddoleh
Fordham Intellectual Property, Media and Entertainment Law Journal
There are many ways to protect cultural heritage as a valuable commodity. Although heightened security measures and extensive surveillance methods can deter theft, a more effective means for reducing theft is the elimination of the demand for black market art items. Trade in unprovenanced antiquities is a demand-driven crime; the market for illegal or undocumented items is driven by buyers’ wants. The most effective method of protection for cultural heritage is to eliminate the demand for black market for these precious objects, thereby reducing the market, a method known as the “market reduction approach.” There is a well-documented link between …
Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer
Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer
Joseph P. Bauer
This Article argues that the Department of Justice's recently articulated enforcement intentions with respect to conglomerate mergers are inconsistent with the case law applying section 7 of the Clayton Act to these transactions and also represent unsound policy. Part I will review the conglomerate merger jurisprudence of the past two decades - looking at the theories that have been used to challenge them, at the important judicial decisions interpreting and applying those theories, and at the Guidelines adopted by the Department of Justice in 1968 to codify these developments. It will then briefly discuss certain developments regarding conglomerate mergers the …
Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz
Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz
Michigan Business & Entrepreneurial Law Review
The following discussion provides a preliminary guide for those tasked with steering private equity firms through the shifting obstacle course of overseas anti-corruption compliance. Section I briefly reviews the centrality of overseas anti-corruption enforcement and its role in creating a more hospitable business climate in emerging markets. Section I also examines the American and British enforcement regimes in general before analyzing the most recent changes–specifically, changes as to the scope of liability and expansion of their jurisdiction. This section is designed to help determine whether investments or acquisitions fall within the purview of either enforcement regime. Section II discusses various …
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Megan Wischmeier Shaner
Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. In a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on M&A activity and its poor corporate policy implications. This has led many academics and practitioners to ask whether Omnicare was a normatively …