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Articles 61 - 69 of 69
Full-Text Articles in Commercial Law
Corporate Risk Analysis: A Reckless Act?, W. Kip Viscusi
Corporate Risk Analysis: A Reckless Act?, W. Kip Viscusi
Vanderbilt Law School Faculty Publications
Balancing of risk and cost lies at the heart of standard negligence tests and policy analysis approaches to government regulation. Notwithstanding the desirability of using a benefit-cost approach to assess the merits of safety measures, in many court cases juries appear to penalize corporations for having done a risk analysis in instances in which the company decided not to make a safety improvement after the analysis indicated the improvement was unwarranted Automobile accident cases provide the most prominent examples of such juror sanctions. This paper tests the effect of corporate risk analyses experimentally by using a sample of almost 500 …
Trust, Trustworthiness, And The Behavioral Foundations Of Corporate Law, Margaret M. Blair, Lynn A. Stout
Trust, Trustworthiness, And The Behavioral Foundations Of Corporate Law, Margaret M. Blair, Lynn A. Stout
Vanderbilt Law School Faculty Publications
Conventional legal and economic analysis assumes that opportunistic behavior is discouraged and cooperation encouraged within firms primarily through the use of legal and market incentives. This presumption is embodied in the modern view that the corporation is best described as a "nexus of contracts," a collection of explicit and implicit agreements voluntarily negotiated among the selfishly rational parties who join in the corporate enterprise. In this article we take a different approach. We start from the observation that, in many circumstances, legal and market sanctions provide at best imperfect means of regulating behavior within the firm. We consider an alternate …
The Effect Of Shareholder Proposals On Executive Compensation, Randall Thomas, Kenneth J. Martin
The Effect Of Shareholder Proposals On Executive Compensation, Randall Thomas, Kenneth J. Martin
Vanderbilt Law School Faculty Publications
During the last decade, the stratospheric increases in Chief Executive Officer (CEO) pay levels have made executive compensation a popular target for shareholder activism, particularly when high pay is accompanied by poor corporate performance. Outraged investors have made their views know to corporate boards of directors using shareholder proposals, binding bylaw amendments, "Just Vote No" campaigns, and other activist efforts. As institutional and other shareholders have attempted to monitor board decisions, the question remains: Have their efforts been successful in influencing executive compensation?
Symposium: The Rise Of The International Trust, Jeffrey Schoenblum
Symposium: The Rise Of The International Trust, Jeffrey Schoenblum
Vanderbilt Law School Faculty Publications
The international trust, the subject of the Symposium, is experiencing an extraordinary reception worldwide. It is being utilized by individuals from countries with legal cultures that traditionally have not known this form of ownership. In fact, there is no formal legal construct known as the "international trust." Rather, the term as used in the Symposium and as used herein, is intended as an organizing principle to explore the various implications of trusts with international or transborder linkages. The focus is on private trusts, those utilized to manage the wealth of individuals and their families, although much of the discussion pertains …
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Randall Thomas, Stewart J. Schwab
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Randall Thomas, Stewart J. Schwab
Vanderbilt Law School Faculty Publications
This paper investigates the increased shareholder activism by labor unions and their pension funds, who are now the most aggressive institutional shareholders. Sometimes unions propose traditional corporate-governance measures through procedures familiar to shareholders. Only the union sponsor is novel. But recently unions have pushed innovative methods to get corporations to listen to shareholder complaints. These methods include mandatory amendment of corporate by-laws by shareholders and floor proposals submitted for a shareholder vote at the annual meeting. Unions as shareholders have conflicting roles. We distinguish union-shareholder initiatives designed to further unions' traditional organizing and collective bargaining goals from those that enhance …
Improving Shareholder Monitoring Of Corporate Management By Expanding Statutory Access To Information, Randall Thomas
Improving Shareholder Monitoring Of Corporate Management By Expanding Statutory Access To Information, Randall Thomas
Vanderbilt Law School Faculty Publications
A central issue in contemporary corporate law is the effectiveness of shareholders as monitors of corporate management. For example, in a series of recent articles, legal scholars have debated whether the rapid growth in the equity ownership positions of institutional investors, the relative stability of their shareholdings in each company, and their increased activism in corporate governance matters, will lead to better monitoring by shareholders and improved corporate performance. However, two predicates to effective shareholder monitoring are that dispersed investors have information about the companies they invest in and that they can communicate this information to other investors so that …
Judicial Review Of Defensive Tactics In Proxy Contests: When Is Using A Rights Plan Right?, Randall Thomas
Judicial Review Of Defensive Tactics In Proxy Contests: When Is Using A Rights Plan Right?, Randall Thomas
Vanderbilt Law School Faculty Publications
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 bal- lot 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 …
Product Liability, Research And Development, And Innovation, W. Kip Viscusi, Michael J. Moore
Product Liability, Research And Development, And Innovation, W. Kip Viscusi, Michael J. Moore
Vanderbilt Law School Faculty Publications
Product liability ideally should promote efficient levels of product safety, but misdirected liability efforts may depress beneficial innovations. This paper examines these competing effects of liability costs on product R & D intensity and new product introductions by manufacturing firms. At low to moderate levels of expected liability costs, there is a positive effect of liability costs on product innovation. At very high levels of liability costs, the effect is negative. At the sample mean, liability costs increase R & D intensity by 15 percent. The greater linkage of these effects to product R & D rather than process R …
A Theoretic Analysis Of Corporate Auctioneers Liability Regimes, Randall Thomas, Robert G. Hansen
A Theoretic Analysis Of Corporate Auctioneers Liability Regimes, Randall Thomas, Robert G. Hansen
Vanderbilt Law School Faculty Publications
In Schneider v. Lazard Freres & Co. a New York appellate court greatly expanded the liability of investment advisers working as corporate auctioneers. Under this new legal regime, auctioneer/advisers accused of simple negligence are exposed to billions of dollars of potential legal liabilities. This article first reviews the existing law covering auctioneer/advisers and shows that the Schneider decision conflicts with the law governing general auctioneers and with the law governing the role of advisers and directors during the sale of the corporate control. Next, using an auction-theoretic framework, this Article shows that Schneider will likely result in: (1) increased indemnification …