Browsing Law School by Author "Thomas, Randall S., 1955-"

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    • Arbitration Clauses in CEO( Employment Contracts: An Empirical and Theoretical Analysis 
      Thomas, Randall S., 1955-; O'Connor, Erin O'Hara, 1965-; Martin, Kenneth J. (Vanderbilt Law Review, 2010)
      A bill currently pending in Congress would render unenforceable mandatory arbitration clauses in all employment contracts. Some perceive these provisions as employer efforts to deprive employees of important legal rights. ...
    • Auctioning Class Action and Derivative Lawsuits: A Critical Analysis 
      Thomas, Randall S., 1955-; Hansen, Robert Gordon, 1957- (Northwestern University Law Review, 1993)
      Numerous legal academics and practitioners have criticized the handling by plaintiffs' attorneys of large-scale class action and derivative lawsuits. These critiques point out attorneys' abuse of the legal system, ranging ...
    • Common Challenges Facing Shareholder Suits in Europe and the United States 
      Thomas, Randall S., 1955-; Cox, James D., 1943- (European Company and Financial Law Review, 2009)
      Episodic and even sometimes systematic misbehavior by businessmen and corporate entities is ubiquitous. While Enron and WorldCom were the battle cries for corporate reform in the U.S. so it was with Ahold and Parmalat ...
    • Comparing CEO Employment Contract Provisions: Differences Between Australia and the United States 
      Thomas, Randall S., 1955-; Hill, Jennifer G. (Jennifer Gae); Masulis, Ronald W. (Vanderbilt Law Review, 2011)
      The results of our comparison of U.S. and Australian contracts offer some interesting contrasts with several earlier studies that compare U.S. and U.K. CEO compensation. In those prior studies, the authors conclude that ...
    • Corporate Voting and the Takeover Debate 
      Thomas, Randall S., 1955-; Edelman, Paul H. (Vanderbilt Law Review, 2005)
      For many years academics have debated whether it is better to permit hostile acquirers to use tender offers to gain control over unwilling target companies, or to force them to use corporate elections of boards of directors ...
    • Corporate Voting and the Takeover Debate 
      Edelman, Paul H.; Thomas, Randall S., 1955- (Vanderbilt Law Review, 2005)
      For many years academics have debated whether it is better to permit hostile acquirers to use tender offers to gain control over unwilling target companies, or to force them to use corporate elections of boards of directors ...
    • Customizing Employment Arbitration 
      Martin, Kenneth J.; O'Connor, Erin O'Hara, 1965-; Thomas, Randall S., 1955- (Iowa Law Review, 2012)
      According to the dispute resolution literature, one advantage of arbitration over litigation is that arbitration enables the parties to customize their dispute resolution procedures. For example, parties can choose the ...
    • Customizing Employment Arbitration 
      Thomas, Randall S., 1955-; Martin, Kenneth J.; O'Connor, Erin O'Hara, 1965- (Iowa Law Review, 2012)
      According to the dispute resolution literature, one advantage of arbitration over litigation is that arbitration enables the parties to customize their dispute resolution procedures. For example, parties can choose the ...
    • The Determinants of Shareholder Voting on Stock Option Plans 
      Martin, Kenneth J.; Thomas, Randall S., 1955- (Wake Forest Law Review, 2000)
      Over the past decade, executive compensation has become a controversial topic. Increasingly, corporate boards of directors are confronted by angry shareholder groups over the size and composition of executive pay packages. ...
    • Do Differences in Pleading Standards Cause Forum Shopping in Securities Class Actions?: Doctrinal and Empirical Analyses 
      Thomas, Randall S., 1955-; Cox, James D., 1943-; Bai, Lynn (Wisconsin Law Review, 2009)
      Federal appellate courts have promulgated divergent legal standards for pleading fraud in securities fraud class actions after the Private Securities Litigation Reform Act (PSLRA). Recently, the U.S. Supreme Court issued ...
    • Dodd-Frank's Say on Pay: Will It Lead to a Greater Role for Shareholders in Corporate Governance? 
      Thomas, Randall S., 1955-; Palmiter, Alan R.; Cotter, James F. (Cornell Law Reviewhttp://www.lawschool.cornell.edu/research/cornell-law-review/, 2012)
      "Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new ...
    • Does Private Equity Create Wealth? The Effects of Private Equity and Derivatives on Corporate Governance 
      Thomas, Randall S., 1955-; Masulis, Ronald W. (University of Chicago Law Review, 2009)
      Private equity has reaped large rewards in recent years. We claim that one major reason for this success is due to the corporate governance advantages of private equity over the public corporation. We argue that the ...
    • Does the Plaintiff Matter? An Empirical Analysis of Lead Plaintiffs in Securities Class Actions 
      Thomas, Randall S., 1955-; Cox, James D., 1943- (Columbia Law Review, 2006)
      The PSLRA's lead plaintiff provision was adopted in order to encourage large shareholders with claims in a securities fraud class action to step forward to become the class' representative. Congress' expectation was that ...
    • The Effect of Shareholder Proposals on Executive Compensation 
      Thomas, Randall S., 1955-; Martin, Kenneth J. (University of Cincinnati Law Review, 1999)
      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 ...
    • An Empirical Analysis of CEO Employment Contracts: What Do Top Executives Bargain For? 
      Thomas, Randall S., 1955-; Schwab, Stewart J. (Washington & Lee Law Review, 2006)
      In this paper, we examine the key legal characteristics of 375 employment contracts between some of the largest 1500 public corporations and their Chief Executive Officers. We look at the actual language of these contracts, ...
    • An Empirical Analysis of Noncompetition Clauses and Other Restrictive Postemployment Covenants 
      Thomas, Randall S., 1955- (Vanderbilt Law Review, 2015)
      Employment contracts for most employees are not publicly available, leaving researchers to speculate on whether they contain post-employment restrictions on employee mobility, and if so, what those provisions look like. ...
    • The Evolving Role of Institutional Investors in Corporate Governance and Corporate Litigation 
      Thomas, Randall S., 1955- (Vanderbilt Law Review, 2008)
      Each of the articles in this Symposium sheds new light on the ever-changing role of institutional investors in U.S. corporate governance and corporate litigation. They cover a broad range of topics, including institutional ...
    • Executive Compensation in the Courts: Board Capture, Optimal Contracting, and Officers' Fiduciary Duties 
      Thomas, Randall S., 1955-; Wells, Harwell (Minnesota Law Review, 2011)
      This Article proposes a new approach to monitoring executive compensation. While the public seems convinced that executives at public corporations are paid too much, so far attempts to rein in executive compensation have ...
    • Explaining The International CEO Pay Gap: Board Capture Or Market Driven? 
      Thomas, Randall S., 1955- (Vanderbilt Law Review, 2004)
      If we look at convergence through the lens of the Risk Adjustment Theory, then international pay convergence will only occur if U.S. and foreign CEOs' firm-specific risk levels converge. Empirically, this is a difficult ...
    • The First Year of "Say on Pay" Under Dodd-Frank: An Empirical Analysis and Look Forward 
      Thomas, Randall S., 1955-; Cotter, James F.; Palmiter, Alan R. (George Washington Law Review, 2013)
      Using voting data from the first year of “say on pay” votes under Dodd-Frank, we look at the patterns of shareholder voting in advisory votes on executive pay. Consistent with the more limited “say on pay” voting before ...