Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Securities fraud (6)
- Liability for hazardous substances pollution damages (4)
- Secured Transactions (4)
- Corporations (3)
- Financial disclosure (3)
-
- Financial statements (2)
- Securities Law (2)
- Air pollution (1)
- Banking and Finance (1)
- Commercial Law (1)
- Contracts (1)
- Economics (1)
- Industrial relations (1)
- Legal History (1)
- Licenses (1)
- Partnerships (1)
- Performance (Law) (1)
- Sports franchises -- Location (1)
- Sports spectators (1)
- Tender offers (Securities) (1)
- Publication
- Publication Type
Articles 1 - 30 of 31
Full-Text Articles in Secured Transactions
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
Working Paper Series
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement (the signing) and the time the merger is effected and the purchase price paid (the closing). During this period, the business of one of the parties may deteriorate. When this happens to a target company in a cash deal, or to either party in a stock-for-stock deal, the counterparty may no longer want to consummate the transaction. The primary contractual protection parties have in such situations is the merger agreement’s “material adverse change” (MAC) clause. Such clauses are heavily negotiated and …
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Working Paper Series
This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …
The Paulson Report Reconsidered: How To Fix Securities Litigation By Converting Class Actions Into Issuer Actions, Richard A. Booth
The Paulson Report Reconsidered: How To Fix Securities Litigation By Converting Class Actions Into Issuer Actions, Richard A. Booth
Working Paper Series
This short essay considers the findings and recommendations of the Paulson Report relating to securities fraud class actions under the 1934 Act and Rule 10b-5. While the report exposes numerous problems with securities litigation in the United States, it understates the problems inherent in stock-drop actions. As a result, the report fails to propose an effective fix. As the report recognizes, diversified investors gain nothing from stock-drop actions: Because the corporation pays, holders effectively reimburse buyers and sellers keep their gains. In other words, the system suffers from circularity akin to a game of musical chairs in that stock-drop actions …
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
Working Paper Series
The most fundamental question of corporation law is to whom does the board of directors of a corporation owe its fiduciary duty. Recently, the question has tended to be whether and under what circumstances the board of directors has the duty to maximize stockholder wealth. But if a corporation is insolvent (or close to it), business decisions designed to maximize stockholder wealth may result in a reduction of creditor wealth. Although the conventional wisdom is that creditors must protect themselves by contractual means, there is a substantial body of case law that says that creditors can assert claims sounding in …
Unregisterred Securities In The National Football League: Can The Securities Act Of 1933 Protect Season Ticket Holders And Personal Seat License Holders, Mark Levengood
Jeffrey S. Moorad Sports Law Journal (1994 - )
No abstract provided.
The Past And Future Of Implied Causes Of Action Under The Investment Company Act Of 1940, Arthur S. Gabinet, George M. Gowen Iii
The Past And Future Of Implied Causes Of Action Under The Investment Company Act Of 1940, Arthur S. Gabinet, George M. Gowen Iii
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Money Laundering Requirements For Broker-Dealers And Hedge Funds Under The Usa Patriot Act Of 2001, Marc C. Cozzolino
Money Laundering Requirements For Broker-Dealers And Hedge Funds Under The Usa Patriot Act Of 2001, Marc C. Cozzolino
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Introduction To The Symposium On Religion And Investing, Mark A. Sargent
Introduction To The Symposium On Religion And Investing, Mark A. Sargent
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
The Bishops And The Corporate Stakeholder Debate, Stephen M. Bainbridge
The Bishops And The Corporate Stakeholder Debate, Stephen M. Bainbridge
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Business And The Common Good In The Catholic Social Tradition, Robert G. Kennedy
Business And The Common Good In The Catholic Social Tradition, Robert G. Kennedy
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Comments On Bainbridge And Kennedy, Margaret Blair
Comments On Bainbridge And Kennedy, Margaret Blair
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Investing In Morality, Samuel Gregg
Investing In Morality, Samuel Gregg
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
During The Tender Offer (Or Some Other Time Near It): Insider Transactions Under The All Holders/Best Price Rule, Michael D. Ebert
During The Tender Offer (Or Some Other Time Near It): Insider Transactions Under The All Holders/Best Price Rule, Michael D. Ebert
Villanova Law Review (1956 - )
No abstract provided.
Non-Compete Obligations Of Departing Star Partners And The Right Of Clients To Their Continued Services, Tamar Frankel
Non-Compete Obligations Of Departing Star Partners And The Right Of Clients To Their Continued Services, Tamar Frankel
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Investment Company Act Of 1940: Why The Time Has Come To Revive Section 3(B)(1), Brian J. Lane, Gillian Mcphee
Investment Company Act Of 1940: Why The Time Has Come To Revive Section 3(B)(1), Brian J. Lane, Gillian Mcphee
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Mutual Fund Boards And Shareholder Action, David J. Carter
Mutual Fund Boards And Shareholder Action, David J. Carter
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
What Role Is There For Independent Directors Of Mutual Funds, Kenneth E. Scott
What Role Is There For Independent Directors Of Mutual Funds, Kenneth E. Scott
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Sec Regulation Of Investment Company Investments In Securities Related Businesses Under The Investment Company Act Of 1940, Lawrence P. Stadulis, Timothy W. Levin
Sec Regulation Of Investment Company Investments In Securities Related Businesses Under The Investment Company Act Of 1940, Lawrence P. Stadulis, Timothy W. Levin
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Regulatory Developments Affecting The Italian Investment Fund Market, Jeffrey Paul Greenbaum
Regulatory Developments Affecting The Italian Investment Fund Market, Jeffrey Paul Greenbaum
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Straightening Out Strougo: The Maryland Legislative Response To Strougo V. Scudder, Stevens & (And) Clark, Inc., James J. Hanks Jr.
Straightening Out Strougo: The Maryland Legislative Response To Strougo V. Scudder, Stevens & (And) Clark, Inc., James J. Hanks Jr.
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Trends In The Regulation Of Investment Companies And Investment Advisers, Tamar Frankel
Trends In The Regulation Of Investment Companies And Investment Advisers, Tamar Frankel
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Commentary On A Rare Luddite Victory - The Templeton Dragon Fund Shareholder Proposal No-Action Letter, Howard M. Friedman
Commentary On A Rare Luddite Victory - The Templeton Dragon Fund Shareholder Proposal No-Action Letter, Howard M. Friedman
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
The Contribution Of The Fund Profile To Investor Education, James A. Fanto
The Contribution Of The Fund Profile To Investor Education, James A. Fanto
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Participant Self-Direction Of Account Balances: Investment Advice Or Investment Education, Marcia S. Wagner, Robert N. Eccles
Participant Self-Direction Of Account Balances: Investment Advice Or Investment Education, Marcia S. Wagner, Robert N. Eccles
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Enhancing The Effectiveness Of Independent Directors: Is The System Broken, Creaking Or Working, David A. Sturms
Enhancing The Effectiveness Of Independent Directors: Is The System Broken, Creaking Or Working, David A. Sturms
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Rethinking Brokerage Rebate Arrangements: The Case For Collective Cash Pass-Through Arrangements, Joseph A. Franco
Rethinking Brokerage Rebate Arrangements: The Case For Collective Cash Pass-Through Arrangements, Joseph A. Franco
Villanova Journal of Law and Investment Management (1999 - 2002)
No abstract provided.
Environmental Remediation Liabilities: An Accountant's Perspective, Amy A. Ripepi
Environmental Remediation Liabilities: An Accountant's Perspective, Amy A. Ripepi
Villanova Environmental Law Journal (1991 - )
No abstract provided.
Disclosing Expenses And Liabilities Under The Clean Air Act Amendments Of 1990 In Securities Filings, Mark A. Stach
Disclosing Expenses And Liabilities Under The Clean Air Act Amendments Of 1990 In Securities Filings, Mark A. Stach
Villanova Environmental Law Journal (1991 - )
No abstract provided.
Opening Remarks Of The Panelists, Editors
Opening Remarks Of The Panelists, Editors
Villanova Environmental Law Journal (1991 - )
No abstract provided.
The Pendulum Swings Back: Why The Sec Should Rethink Its Policies On Disclosure Of Environmental Liabilities, Elizabeth Glass Geltman
The Pendulum Swings Back: Why The Sec Should Rethink Its Policies On Disclosure Of Environmental Liabilities, Elizabeth Glass Geltman
Villanova Environmental Law Journal (1991 - )
No abstract provided.