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Author: Jill E. Fisch
Publisher:
ISBN:
Category :
Languages : en
Pages : 45
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Book Description
Corporate governance mechanisms designed to ensure that managers act in shareholders' interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”Delaware law has largely taken a hands-off approach to the new governance. The courts have policed shareholder innovations that interfere unduly with board authority and have invalidated board innovations that are extreme or adopted for an inequitable purpose. For the most part, however, the law has deferred to private ordering - leaving individual firms to structure their governance mechanisms as they see fit, with market discipline forming the primary constraint. In 2015, however, the Delaware legislature responded to the growth of bylaws designed to control the extent of shareholder litigation with an unusual step; it amended the statute to impose mandatory limits on litigation bylaw and charter provisions that went beyond the constraints imposed by the Delaware courts and that could not be altered by individual firms. It is difficult to reconcile the legislature's action in light of Delaware's traditional deference to the courts and the market.This article argues that the legislature's response to litigation bylaws is best understood as a mandate that corporations who seek to avail themselves of Delaware law by incorporating within the state submit to the full package of Delaware corporate law - a package that includes both statutory provisions and oversight by the Delaware courts. In that light, the legislation should not be understood as signalling an intention to subject the new governance to greater oversight.
Author: Jill E. Fisch
Publisher:
ISBN:
Category :
Languages : en
Pages : 45
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Book Description
Corporate governance mechanisms designed to ensure that managers act in shareholders' interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”Delaware law has largely taken a hands-off approach to the new governance. The courts have policed shareholder innovations that interfere unduly with board authority and have invalidated board innovations that are extreme or adopted for an inequitable purpose. For the most part, however, the law has deferred to private ordering - leaving individual firms to structure their governance mechanisms as they see fit, with market discipline forming the primary constraint. In 2015, however, the Delaware legislature responded to the growth of bylaws designed to control the extent of shareholder litigation with an unusual step; it amended the statute to impose mandatory limits on litigation bylaw and charter provisions that went beyond the constraints imposed by the Delaware courts and that could not be altered by individual firms. It is difficult to reconcile the legislature's action in light of Delaware's traditional deference to the courts and the market.This article argues that the legislature's response to litigation bylaws is best understood as a mandate that corporations who seek to avail themselves of Delaware law by incorporating within the state submit to the full package of Delaware corporate law - a package that includes both statutory provisions and oversight by the Delaware courts. In that light, the legislation should not be understood as signalling an intention to subject the new governance to greater oversight.
Author: Ann Lipton
Publisher:
ISBN:
Category :
Languages : en
Pages : 22
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Book Description
There has recently been a surge of interest in “privately ordered” solutions to the problem of frivolous stockholder litigation, in the form of corporate bylaw and charter provisions that place new limitations on plaintiffs' ability to bring claims. The most popular type of provision has been the forum selection clause; other provisions that have been imposed include arbitration requirements, fee-shifting to require that losing plaintiffs pay defendants' attorneys' fees, and minimum stake requirements. Proponents argue that these provisions favor shareholders by sparing the corporation the expense of defending against meritless litigation. Drawing on the metaphor of corporation as contract, they argue that litigation limits are often enforced in ordinary commercial contracts, and that bylaws and charter provisions should be interpreted similarly. In this chapter, I recount the history of these provisions and the state of the law regarding their enforceability. I then discuss some of the doctrinal and policy questions that have been raised regarding different types of litigation limits, and the propriety of private ordering in this context. In particular, I explore how corporate managers' structural and informational advantages may make litigation limits easy to abuse; moreover, litigation itself serves public purposes that may be more appropriately subject to public control.Please note: This is a draft chapter. The final version is available in Research Handbook on Representative Shareholder Litigation edited by Sean Griffith, Jessica Erickson, David Webber, and Verity Winship, published in 2018, Edward Elgar Publishing Ltd, https://www.elgaronline.com/view/edcoll/9781786435330/9781786435330.00020.xml.
Author: Ekrem Solak
Publisher: Routledge
ISBN: 1000069745
Category : Law
Languages : en
Pages : 237
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Book Description
This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board’s decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007–2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally.
Author: Stephen M. Bainbridge
Publisher: Cambridge University Press
ISBN: 1107158281
Category : Law
Languages : en
Pages : 269
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Book Description
Leading corporate lawyers and academics evaluate Delaware's dominance of corporate law and the challenges it now faces.
Author: Sean Griffith
Publisher: Edward Elgar Publishing
ISBN: 1786435349
Category : LAW
Languages : en
Pages : 576
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Book Description
Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
Author: Steven Davidoff Solomon
Publisher: University of Chicago Press
ISBN: 022659954X
Category : Law
Languages : en
Pages : 364
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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.
Author: Walter Effross
Publisher: Aspen Publishing
ISBN: 1543825850
Category : Law
Languages : en
Pages : 1144
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Book Description
Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.
Author: Malloy
Publisher: Wolters Kluwer
ISBN: 154380845X
Category : Labor laws and legislation
Languages : en
Pages : 4424
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Book Description
Employment Law Update, 2019 Edition analyzes recent developments in case law of interest to employment law practitioners representing plaintiffs, defendants, and labor unions and comprehensively covers recent developments in the rapidly changing employment and labor law field. Comprised of ten chapters - each written by an expert in employment law - this updated edition provides timely, incisive analysis of critical issues. Employment Law Update, 2019 Edition provides, where appropriate, checklists, forms, and guidance on strategic considerations for litigation and other forms of dispute resolution. Some of the new material discussed in this 2019 Edition includes: How the U.S. Department of Labor enforces federal whistleblower statutes Recent case law circumscribing arbitration, which can, potentially, deprive non-union workers of fundamental statutory and constitutional rights Recent German embrace of minimum wage law Efforts by legislatures, administrative agencies, courts, and public interest groups to transform the "soft law" of the U.N. Guiding Principles on Business and Human Rights into "hard law" binding multinational corporations Special problems relating to aviation personnel who blow the whistle Protection for disabled veterans under the ADA and the USERRA Evolving framework for enforcing the rights of the LGBT population Transnational labor law applicable to expatriates Application of multinational firms' codes of conduct across national borders Application of differing systems of employee rights and obligations to floating employees Previous Edition: Employment Law Update, 2018 Edition ISBN 9781454898931
Author: Jacob S. Hacker
Publisher: Cambridge University Press
ISBN: 1316516369
Category : History
Languages : en
Pages : 487
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Book Description
Drawing together leading scholars, the book provides a revealing new map of the US political economy in cross-national perspective.
Author: Malloy
Publisher: Aspen Publishers Online
ISBN: 1454801077
Category : Bank holding companies
Languages : en
Pages : 4496
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Book Description
