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Articles 1 - 10 of 10
Full-Text Articles in Law and Economics
Shareholder Political Primacy, Jay B. Kesten
Shareholder Political Primacy, Jay B. Kesten
Scholarly Publications
Corporate political activity raises an important and diffcult question of corporate law: who decides when the corporation should speak and what it should say? In several cases, the Supreme Court has provided a clear answer: shareholders, acting through the procedures of corporate democracy. While this holding has attracted substantial academic and public criticism, there has been no sustained evaluation (beyond identifying the potential agency costs of corporate political activity) of the possibility that the Supreme Court's appeal to the fraught concept of "corporate democracy," though woefully under-theorized, might be the best allocation of power in the limited context of corporate …
Adjudicating Corporate Auctions, Jay B. Kesten
Adjudicating Corporate Auctions, Jay B. Kesten
Scholarly Publications
In light of recent developments in auction theory, this Article re-examines Delaware corporate law governing directors' actions when structuring the sale of a corporation. A foundational doctrine of Delaware law is that when the board of directors resolves to sell a corporation, it must obtain the highest price reasonably available. Auction theory posits that, in certain circumstances germane to corporate takeovers, revenues can be maximized through the use of ex ante precommitments to the rules of the auction. Delaware law, however, does not fully endorse directors' ability to make such precommitments, primarily out of the concern that the board will …
Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan
Political Uncertainty And The Market For Ipos, Jay B. Kesten, Murat C. Mungan
Scholarly Publications
No abstract provided.
Financial System Engineering, Manuel A. Utset
Financial System Engineering, Manuel A. Utset
Scholarly Publications
No abstract provided.
Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Market, Jay B. Kesten
Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Market, Jay B. Kesten
Scholarly Publications
Does managerial entrenchment create or destroy shareholder value? This Article presents both theory and evidence that the answer to this question is not monolithic, but rather depends on factors that vary greatly with the macroeconomic climate, such as firm profitability, takeover frequency, and valuation of takeover premiums. The mainstream view, both of academics and market participants, is that entrenchment reduces accountability to shareholders and amplifies agency costs, thus decreasing shareholder wealth. Two influential studies (Bebchuk, Cohen & Ferrell (2009) and Gompers, Ishii & Metrick (2003)) present empirical evidence consistent with this conclusion, finding statistically significant negative correlations between entrenchment and …
Reciprocal Fairness, Strategic Behavior & Venture Survival: A Theory Of Venture Capital-Financed Firms, Manuel A. Utset
Reciprocal Fairness, Strategic Behavior & Venture Survival: A Theory Of Venture Capital-Financed Firms, Manuel A. Utset
Scholarly Publications
No abstract provided.
Emerging Markets In The Age Of Mechanical Reproduction, Manuel A. Utset
Emerging Markets In The Age Of Mechanical Reproduction, Manuel A. Utset
Scholarly Publications
No abstract provided.
Back To School With Coase: The Production Of Information And Modes Of Knowledge Within And Across Academic Disciplines, Manuel A. Utset
Back To School With Coase: The Production Of Information And Modes Of Knowledge Within And Across Academic Disciplines, Manuel A. Utset
Scholarly Publications
No abstract provided.
Disciplining Managers: Shareholder Cooperation In The Shadow Of Shareholder Competition, Manuel A. Utset
Disciplining Managers: Shareholder Cooperation In The Shadow Of Shareholder Competition, Manuel A. Utset
Scholarly Publications
No abstract provided.
Towards A Bargaining Theory Of The Firm, Manuel A. Utset
Towards A Bargaining Theory Of The Firm, Manuel A. Utset
Scholarly Publications
No abstract provided.