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Florida State University College of Law

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Full-Text Articles in Law and Economics

Adjudicating Corporate Auctions, Jay B. Kesten Jan 2015

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 …


The Discipline Of Institutions And The Disciplining Of Banks, Manuel A. Utset Jan 1995

The Discipline Of Institutions And The Disciplining Of Banks, Manuel A. Utset

Scholarly Publications

No abstract provided.