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Full-Text Articles in Organizations Law
Anatomy Of A Shakedown: The Carried Interest Case, Charlene Luke
Anatomy Of A Shakedown: The Carried Interest Case, Charlene Luke
UF Law Faculty Publications
A review of Edward J. McCaffery & Darryll K. Jones, The Curiouser and Curiouser Case of Carried Interests, 66 Ariz. L. Rev. 357 (2024).
On Entityness And Takeovers: Acquisition Valuation, Theory Of The Firm, And Coase's Error, Robert J. Rhee
On Entityness And Takeovers: Acquisition Valuation, Theory Of The Firm, And Coase's Error, Robert J. Rhee
UF Law Faculty Publications
This Article advances a theory of entityness that theorizes the firm and its relationship to the acquisition premium. This theory is the first scholarly analysis to construct a general model of takeover valuation by integrating the modern finance theory of asset value and a corrected Coasean theory of the firm. The acquisition premium is an enigma. Acquirers must pay it. But why? Isn’t the market price tethered to fundamental value through an efficient market? This enigma reveals a key insight about firms. The theory of entityness postulates that the acquisition premium is compensation for a capitalized asset intrinsic in the …
The Irrelevance Of Delaware Corporate Law, Robert J. Rhee
The Irrelevance Of Delaware Corporate Law, Robert J. Rhee
UF Law Faculty Publications
Delaware corporation law is dominant in America. If the effects of efficient rules are incorporated as information by an efficient capital market, the preferred choice of Delaware could evince the deliberate selection of better laws. Superior law as a product of state competition is the central argument for corporate law federalism. Despite the spirited debate on the race to the bottom or the top, a recognition of a “Delaware premium” to firm value is scant. This article conducts a longitudinal study of valuations. It analyzes the market values and stock prices of public Fortune 500 companies over the five-year period …
The Neoliberal Corporate Purpose Of Dodge V. Ford And Shareholder Primacy: A Historical Context 1919-2019, Robert J. Rhee
The Neoliberal Corporate Purpose Of Dodge V. Ford And Shareholder Primacy: A Historical Context 1919-2019, Robert J. Rhee
UF Law Faculty Publications
The article provides a historical context of the most iconic case in corporate law, Dodge v. Ford Motor Co. The case famously asserted that “there should be no confusion” that corporate purpose is “primarily for the profit of the stockholders.” This statement succinctly encapsulates the idea of shareholder primacy, the corporate rule requiring managers to prioritize profit maximization over other interests. A unique period in history gave rise to this political statement. Overt politicism explains why the case split the panel of judges then, and why Dodge was never influential among courts and was ignored by academics until the neoliberal …
Situating The Corporation Within The Vulnerability Paradigm: What Impact Does Corporate Personhood Have On Vulnerability, Dependency, And Resilience, Heather Kolinsky
Situating The Corporation Within The Vulnerability Paradigm: What Impact Does Corporate Personhood Have On Vulnerability, Dependency, And Resilience, Heather Kolinsky
UF Law Faculty Publications
As a result of Hobby Lobby, and the seemingly expanding notion of the corporation as a person within the traditional autonomous rights paradigm, a tension has developed between corporation as subject and corporation as institution. This evolution of corporation as person also highlights the problem of providing resilience to vulnerable subjects whose competing vulnerabilities are situated in the same corporate environment. Addressing this issue is of critical importance where employment has become the conduit for the responsive state to provide resilience to so many subjects, as well as the site of social institution building because the nature of our workplace …