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The Corporate Contract in Changing Times

Author: Steven Davidoff Solomon

Publisher: University of Chicago Press

Published: 2019-03-08

Total Pages: 364

ISBN-13: 022659940X

Over the past few decades, significant changes have occurred across capital markets. Shareholder activists have become more prominent, institutional investors have begun to wield more power, and intermediaries like investment advisory firms have greatly increased their influence. These changes to the economic environment in which corporations operate have outpaced changes in basic corporate law and left corporations uncertain of how to respond to the new dynamics and adhere to their fiduciary duties to stockholders. With The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall Stuart Thomas bring together leading corporate law scholars, judges, and lawyers from top corporate law firms to explore what needs to change and what has prevented reform thus far. Among the topics addressed are how the law could be adapted to the reality that activist hedge funds pose a more serious threat to corporations than the hostile takeovers and how statutory laws, such as the rules governing appraisal rights, could be reviewed in the wake of appraisal arbitrage. Together, the contributors surface promising paths forward for future corporate law and public policy.

The Corporate Contract in Changing Times

Author: Steven Davidoff Solomon

Publisher: University of Chicago Press

Published: 2019-03-08

Total Pages: 364

ISBN-13: 022659954X

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The Economic Structure of Corporate Law

Author: Frank H. Easterbrook

Publisher: Harvard University Press

Published: 1996

Total Pages: 386

ISBN-13: 9780674235397

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This text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l

Reconstructing the Corporation

Author: Grant M. Hayden

Publisher: Cambridge University Press

Published: 2021-03-11

Total Pages: 289

ISBN-13: 1108916198

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Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. This book critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.

Contracts

Author: Richard Stim

Publisher: Nolo

Published: 2021-09-01

Total Pages: 497

ISBN-13: 1413328938

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Life has become an endless series of contracts—this is the manual. There’s no reason to risk your hard-earned money signing a contract you don’t understand. With Contracts: The Essential Business Desk Reference, you get easy-to-understand explanations for every common contract term. In no time, you’ll grasp mysterious concepts like “force majeur,” “indemnity,” and “time is of the essence." Contracts: The Essential Business Desk Reference is more than just an A–Z explanation of over 300 terms. It also includes: common negotiating strategies examples of contract provisions sample contract clauses and entire contracts examples of illegal and dangerous contract clauses what to expect if you or the other side breaks a contract up-to-date explanations of electronic contracts, and tips on amending and modifying agreements. Whether you’re starting a business, signing a lease, hiring a new employee or independent contractor, licensing a concept, selling a boat, or contracting for a new fireplace, Contracts: The Essential Business Desk Reference can help. A must-have for small business owners, entrepreneurs, lawyers, and law students—and anyone else whose success is built around understanding and negotiating agreements.

The Rise and Fall of Delaware's Takeover Standards

Author: Steven Davidoff Solomon

Publisher:

Published: 2016

Total Pages: 24

ISBN-13:

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The takeover standards that we learn and teach in law school, Revlon, Unocal, Weinberger, and Blasius, appear to be in decline. In this chapter for the book The Corporate Contract In Changing Times: Is the Law Keeping Up? (eds. William Savitt, Steven Davidoff Solomon, Randall Thomas), we attempt to explain the rise and fall of jurisprudential takeover standards in Delaware. We theorize that these standards were created by Delaware courts in the mid-1980s to rectify a perceived failure in the corporate governance system, principally the apparent failure of directors to act responsibly in the corporate governance eco-system. These new standards successfully channeled takeovers into certain preferred forms, but also helped ameliorate the problematic practices of that period. These new standards collectively had another effect: encouraging the rise of private enforcement activities, initially by the raiders themselves, but once hostile transactions became a less significant force, through expanded shareholder litigation. In this new environment, private litigation became increasingly unnecessary, a fact which became quite apparent with the rise in litigation rates to 96% of all takeovers. At the same time, the rise of institutional investors, coordinating bodies such as proxy solicitors, hedge fund activism and corporate governance movements, as well as the expansion of federal securities law into areas like executive compensation and board independence/monitoring, occurred. The consequence was a largely justifiable relaxation of these standards.

Transnational Fiduciary Law

Author: Seth Davis

Publisher: Cambridge University Press

Published: 2024-02-08

Total Pages: 321

ISBN-13: 1009310305

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This book assesses the conceptualization and legal response to the social problem of abuse of fiduciary authority in transnational context.

Commentaries and Cases on the Law of Business Organization

Author: William T. Allen

Publisher: Aspen Publishing

Published: 2021-01-31

Total Pages: 986

ISBN-13: 154383101X

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Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides

The One-Day Contract

Author: Rick Pitino

Publisher: St. Martin's Press

Published: 2013-10-01

Total Pages: 271

ISBN-13: 1466837217

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A life-changing guide to achieving your goals, by the 2013 NCAA champion college basketball coach and #1 New York Times bestselling author. Rick Pitino is famous as one of the most dynamic and successful basketball coaches of our time, leading the University of Louisville Cardinals to the NCAA basketball championship in 2013, and is renowned for writing the #1 New York Times bestselling success and leadership book, Success is a Choice. In his new book, The One-Day Contract, Pitino details his key to success, on the court and in life: to focus on making the most of each day, by creating a contract with yourself. Coach Pitino was able to turn Louisville into NCAA champions by applying this idea to everything he and the team did-every practice, every recruiting visit, every game preparation, every scouting report, every instruction that he gave players and coaches, and everything he did himself. Each day became just as important as reaching the national championship, and so, by honoring the one-day contract, he and Louisville moved through adversity toward their goal. In this inspiring and practical guide, Coach Rick Pitino illustrates how to set your own one-day contract, and follow through to honor it for each day, each goal, and each interaction with another person. Pitino shows how to: - Establish focus as a discipline in everything you do: planning, strategy, priorities, and career advancement. - Discover the true key to success: not ambition, not wealth, not power, but humility. - Use technology wisely-but don't let it replace personal connection with the people you work and live with. - Own up to your problems, tell the truth and they will become part of your past. Lie and they become part of your future. - Make small changes and add value to every minute of your life. The One-Day Contract will reshape the way you approach your job, your goals, and your life.

Court-Supervised Restructuring of Large Distressed Companies in Asia

Author: Wai Yee Wan

Publisher: Bloomsbury Publishing

Published: 2022-07-28

Total Pages: 379

ISBN-13: 1509952357

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This book provides an in-depth analysis of 4 economically significant Asian jurisdictions: Mainland China, India, Hong Kong and Singapore. These jurisdictions have recently either reformed – or are considering reforming – their corporate restructuring laws to promote regimes conducive to restructuring financially distressed, but otherwise economically viable, companies. Mainland China, India, Hong Kong and Singapore continue to adhere to a framework that requires the court's final approval but draw references from Chapter 11 of the Bankruptcy Code 1978 in the United States and/or the schemes of arrangement in the United Kingdom. However, the institutional and market structures are very different in Asia; in particular, Asia has a far higher concentration in shareholdings among listed firms, including holdings by families and the state, and a different composition of creditors. The book explains how, notwithstanding the legal transplantation, corporate restructuring laws in these Asian jurisdictions have adapted and evolved due to the frictions in shareholder-creditor and creditor-creditor relationships, and the role of the state in resolving non-performing loans and financial distress of state-owned enterprises which are listed, or which issue public debt. The study argues that any reforms must go beyond professionalising the insolvency professionals and the judiciary but must be designed to address fundamental issues of corporate governance, bank regulation and enforcing non-bankruptcy rules. It offers invaluable insights for academics and policy makers alike.