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Arbitration Clauses in CEO( Employment Contracts: An Empirical and Theoretical Analysis
(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. ...
A Theory of Representative Shareholder Suits and its Application to Multijurisdictional Litigation
(Northwestern University Law Review, 2012)
We develop a theory to explain the uses and abuses of representative shareholder litigation based on its two most important underlying characteristics: the multiple sources of the legal rights being redressed (creating ...
ISS Recommendations and Mutual Fund Voting on Proxy Proposals
(Villanova Law Review, 2010)
This article analyzes mutual fund voting data from 2003-2008, the first
five proxy seasons for which this data is available, and seeks to identify
the extent to which mutual funds vote consistently with the voting ...
Selectica Resets the Trigger on the Poison Pill: Where Should the Delaware Courts Go Next?
(Indiana Law Journal, 2012)
Since their invention in 1982, shareholder rights plans have been the subject of intense controversy. Rights plans, or as they are known more pejoratively “poison pills,” enable a target board to “poison” a takeover attempt ...
Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms
(University of Pennsylvania Law Review, 2010)
The ongoing Great Recession has triggered numerous proposals to improve the regulation of financial markets and, most importantly, the regulation of organizations such as credit rating agencies, underwriters, hedge funds, ...
Comparing CEO Employment Contract Provisions: Differences Between Australia and the United States
(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 ...
Executive Compensation in the Courts: Board Capture, Optimal Contracting, and Officers' Fiduciary Duties
(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 ...
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 ...
Dodd-Frank's Say on Pay: Will It Lead to a Greater Role for Shareholders in Corporate Governance?
(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 ...
Customizing Employment Arbitration
(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 ...