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The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the pros and cons of dual class of shares in light of more...
Persistent link: https://www.econbiz.de/10012894600
The manner in which hostile takeovers have historically been executed has just begun to receive serious academic attention. Similarly, while the literature on the accuracy and determinants of share prices is voluminous, there has been little systematic historical analysis of when and how modern...
Persistent link: https://www.econbiz.de/10013017336
The Fortis Bank takeover court case demonstrates how shareholders' claims can make a merger and takeover case less … speedy and, indeed, more costly. The case also raises a number of legal issues relating to corporate governance in a takeover …-market efficiency and social-legal justice in intervening in a financial takeover. The case reveals the divergent views taken by the two …
Persistent link: https://www.econbiz.de/10012998313
An intense academic debate has arisen recently concerning the crucial bedrock that underpins a corporate governance regime where widely-held public companies dominate. In the discourse, little has been said about the contribution of merger activity. The paper seeks to address this gap by...
Persistent link: https://www.econbiz.de/10014069991
Core institutions of UK corporate governance, in particular those relating to takeovers, board structure and directors' duties, are strongly orientated towards a norm of shareholder primacy. Beyond the core, in particular at the intersection of insolvency and employment law, stakeholder...
Persistent link: https://www.econbiz.de/10013120335
Voting rights are a basic shareholder-protection mechanism. Outside of the core voting requirements state law imposes (election of directors and votes on fundamental changes), federal law grants shareholders additional voting rights. But these rights introduce concomitant costs into corporate...
Persistent link: https://www.econbiz.de/10012935492
We present the first comprehensive study of mutual fund voting in proxy contests. Among contests where voting takes place, passive funds are ten percentage points less likely than active funds to vote for dissidents. The gap shrinks significantly when accounting for votes withheld from...
Persistent link: https://www.econbiz.de/10014255108
The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...
Persistent link: https://www.econbiz.de/10014351496