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The Shifting Tides of Merger Litigation
(Vanderbilt Law Review, 2018)
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial ...
Shareholder Voting in Proxy Contests for Corporate Control, Uncontested Director Elections and Management Proposals
(Oklahoma Law Review, 2017)
This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder ...
Are College Presidents Like Football Coaches? Evidence from Their Employment Contracts
(Arizona Law Review, 2016)
College presidents and football coaches are frequently criticized for their high compensation. In this paper, we argue that these criticisms are unmerited, as the markets for both college presidents and football coaches ...
Shareholder Voting in an Age of Intermediary Capitalism
(Southern California Law Review, 2014)
Shareholder voting is a key part of contemporary American corporate governance. As numerous contemporary battles between corporate management and shareholders illustrate, voting has never been more important. Yet, traditional ...
Corporate Darwinism
(North Carolina Law Review, 2016)
Because representative shareholder litigation has been constrained by numerous legal developments, the corporate governance system has developed new mechanisms as alternative means to address managerial agency costs. We ...
Delaware's Retreat
(Delaware Journal of Corporation Law, 2018)
The 1980’s is appropriately considered the Golden Age of Delaware corporate law. Within that era, the Delaware courts won international attention by not just erecting the legal pillars that frame today’s corporate governance ...
Quieting the Shareholders' Voice
(Southern California Law Review, 2016)
The integrity of shareholder voting is critical to the legitimacy of corporate law. One threat to this process is proxy “bundling,” or the joinder of more than one separate item into a single proxy proposal. Bundling ...
Democracy and Dysfunction
(Alabama Law Review, 2018)
Since the 1930s, corporate law scholarship has focused narrowly on the public corporation and the problem of the separation of ownership and control — a problem many now believe has been mitigated or even solved. With rare ...
Will Tenure Voting Give Corporate Managers Lifetime Tenure?
(Texas Law Review, 2019)
Dual-class voting systems have been widely employed in recent initial public offerings by large tech companies, but have been roundly condemned by institutional investors and the S&P 500. As an alternative, commentators ...
Understanding the (Ir)relevance of Shareholder Votes on M&A Deals
(Duke Law Journal, 2019)
Has corporate law and its bundles of fiduciary obligations become irrelevant? Over the last thirty years, the American public corporation has undergone a profound metamorphosis, transforming itself from a business with ...