Law Commons^™

Thoughts On Those Transperfect Ads, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Can Peltz Score?: What’S Behind The May 13 Dupont Vs. Trian Contest, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A Delaware Response To Delaware's Choice, Lawrence Hamermesh, Norman Monhait

Lawrence A. Hamermesh

This article is an invited response to Professor Subramanian’s article “Delaware’s Choice.” The article expresses skepticism, for two primary reasons, about the need for the change to Delaware’s takeover statute that Professor Subramanian proposes. First, there is uncertainty that the constitutionality of that statute would be evaluated today under a test as demanding as the one that was applied when the statute was upheld in the late 1980s. Second, citing an earlier article by A. Gilchrist Sparks and Helen Bowers, we question whether a constitutional evaluation of the takeover statute should be limited to data on tender offers that are …

M&A Under Delaware's Public Benefit Corporation Statute: A Hypothetical Tour, Frederick Alexander, Lawrence Hamermesh, Frank Martin, Norman Monhait

Lawrence A. Hamermesh

Noting the enthusiastic initial response to Delaware’s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of public benefit corporations. The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining “fair value” where the corporation’s purposes extend to public purposes as well as private profit. Next, the Article examines whether and to what extent “Revlon” duties and limitations on deal protection …

Consent In Corporate Law, Lawrence Hamermesh

Lawrence A. Hamermesh

Recent Delaware case law explores and extends what the author describes as the “doctrine of corporate consent,” under which a stockholder is deemed to consent to changes in the corporate relationship that are adopted pursuant to statutory authority (such as by directors adopting bylaws). This essay examines whether and to what extent there may be limits on the application of the doctrine of corporate consent, and whether fee-shifting bylaws exceed those limits.

Director Nominations, Lawrence Hamermesh

Lawrence A. Hamermesh

“I don't care who does the electing, so long as I get to do the nominating.” William M. (“Boss”) Tweed. Shareholder election of directors is widely accepted as an important tool in corporate governance. As Boss Tweed’s aphorism demonstrates, the shareholder’s ability to nominate director candidates should therefore also be deemed important. With ever-increasing shareholder activism and increased sensitivity on the part of management to the prospect of director election contests, the scope of the right to nominate and the scope of permissible limitations of that right are likely to come under increasing scrutiny. Yet corporate statutes are largely silent …

Putting Stockholders First, Not The First-Filed Complaint, Leo Strine, Lawrence Hamermesh, Matthew Jennejohn

Lawrence A. Hamermesh

The prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs’ attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. After examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court litigation—the doctrine of forum non conveniens and the “first-filed” doctrine—this article suggests that those doctrines should be revised to better address shareholder class and derivative litigation. Revisions to the doctrine of forum non conveniens should continue the historical trend, deemphasizing fortuitous and increasingly irrelevant geographic …

The United States, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

10 Things That Tick Off The Chancellors, And The Ethical Issues They Raise, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile

Lawrence A. Hamermesh

No abstract provided.

An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias

Lawrence A. Hamermesh

At its 2012 National Lawyers Convention in Washington, D.C., the Corporations, Securities & Antitrust Practice Group of the Federalist Society for Law and Public Policy Studies hosted a panel discussion titled "Deregulating the Markets: The JOBS Act." The panel members were the Honorable Daniel M. Gallagher, Joseph H. Kaufman, Joanne T. Medero, Professor Robert T. Miller, and Professor Robert B. Thompson. The Honorable Frank H. Easterbrook moderated the discussion. This Article begins with a cursory overview of the Jumpstart Our Business Startups Act (the "JOBS Act" or "Act") provisions discussed by the panelists. It then summarizes the positions expressed by …

Who Let You Into The House?, Lawrence Hamermesh

Lawrence A. Hamermesh

Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …

Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A U.S./Canadian Dialogue About The Current State Of Poison Pills, Lawrence A. Hamermesh, Pierre-Yves Leduc

Lawrence A. Hamermesh

No abstract provided.

Limiting And Eliminating (And Establishing?) Fiduciary Duties In Delaware Business Entities, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A Delaware Lawyer In Chairman Schapiro's 'Court', Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis, Jeffrey Gorris, Lawrence Hamermesh, Leo Strine

Lawrence A. Hamermesh

No abstract provided.

Silos, Corporate Law, And Bankruptcy Law, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh

Lawrence A. Hamermesh

This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate governance in the U.S. is misplaced, and that declining levels of IPO's in the U.S. should be a concern shared by lawmakers at both state and federal levels. Those who reflexively advocate inflexible federal governance rules of wide application -- as opposed to regulatory reforms aimed carefully at unboundedly risky financial practices -- should prevail only upon a clear understanding that the potential benefits of such governance rules outweigh the risks associated with them.

Rationalizing Appraisal Standards In Compulsory Buyouts, Lawrence Hamermesh, Michael Wachter

Lawrence A. Hamermesh

This Article makes several contributions to the literature on Delaware appraisal law. We first argue that the "going concern value" standard adopted by the Delaware courts as the measure of "fair value" in share valuation proceedings is superior to its two main competitors, market value and third-party sale value, on grounds of both fairness and efficiency. Application of the going concern value standard has two important consequences. First, it is critical that going concern value be measured in a way that includes not only the present value of the existing assets of the corporation, but also the present value of …

How We Make Law In Delaware, And What To Expect From Us In The Future, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors In Troubled Companies, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless, Jonathan C. Lipson, Russell C. Silberglied

Lawrence A. Hamermesh

No abstract provided.

The Short And Puzzling Life Of The “Implicit Minority Discount” In Delaware Appraisal Law, Lawrence A. Hamermesh, Michael L. Wachter

Lawrence A. Hamermesh

The Institute Of Delaware Corporate And Business Law New Name, New Directions, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

An Older, Balder Critique Of ‘Toward Common Sense And Common Ground’, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Corporate Officers And The Business Judgment Rule: A Reply To Professor Johnson, Lawrence A. Hamermesh, A. Gilchrist Sparks

Lawrence A. Hamermesh

No abstract provided.

Premiums In Stock-For-Stock Mergers And Some Consequences In The Law Of Director Fiduciary Duties, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

The Aba Task Force On Corporate Responsibility And The 2003 Changes To The Model Rules Of Professional Conduct, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Report Of The American Bar Association Task Force On Corporate Responsibility, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A Kinder, Gentler Critique Of Van Gorkom And Its Less Celebrated Legacies, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.