The Corporate Contract in Changing Times


Book Description

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 Delaware Law of Corporations & Business Organizations Statutory Deskbook 2011


Book Description

The Delaware Law of Corporations & Business Organizations Statutory Deskbook is designed to facilitate research into matters of statutory scope and construction. Compact and easily portable, The Statutory Deskbook brings you the complete text, with all current amendments of the principal Delaware business organization statutes, including: The Delaware General Corporation Law Limited Liability Company Act Statutory Trust Statute Revised Uniform Limited Partnership Act The Delaware Revised Uniform Limited Partnership Act The Uniform Unincorporated Nonprofit Association Act Other related provisions of the State of Delaware Constitution, Franchise Tax Law and Code This statutory booklet is designed to be a convenient guide to Delaware corporations, limited partnerships and limited liability companies and is able to be easily transported by the user as an extension of the current three-volume The Delaware Law of Corporations & Business Organization, Third Edition. In addition, the accompanying CD-ROM contains the full contents of the statutory booklet, with a search mechanism that allows the user to make research more efficient.




Corporate and Commercial Practice in the Delaware Court of Chancery


Book Description

This practitioner's guide to the Delaware Court of Chancery, provides practical guidance on litigation strategy and tactics. The Chancery Court's leading authorities provide a thorough analysis on matters unique to this special tribunal, including personal and subject matter jurisdiction of the Delaware Court of Chancery, derivative and class actions, preliminary injunctions and temporary restraining orders, summary proceedings and equitable remedies and defenses. This volume is updated annually.




Takeover Defense


Book Description







Corporate Takeover Law and Management Discipline


Book Description

This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.




Comparative Company Law


Book Description

Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.




The Genius of American Corporate Law


Book Description

This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.




Hedge Fund Activism


Book Description

Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.