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This article develops an empirical model of firms’ choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a database of firm incorporation...
Persistent link: https://www.econbiz.de/10014132012
Under New Jersey corporate law, may a corporation adopt a mandatory arbitration provision in its bylaws that would require shareholders to bring federal securities law claims via separate individual arbitration? The issue is squarely raised by a recent shareholder proposal at Johnson & Johnson,...
Persistent link: https://www.econbiz.de/10012104461
It is one of the well-known cornerstones of corporate governance that (minority) share-holders are subject to a risk of being expropriated by the controller of the firm, i.e. either entrenched management under a dispersed ownership structure or a controlling share-holder under concentrated...
Persistent link: https://www.econbiz.de/10011734959
In this paper, we examine the inconclusive debate on regulatory competition in Europe. We demonstrate that the recent … expansion in the EU company law has created archetypal underpinning for formation of regulatory competition: the ground … foreign options. This is regulatory competition, though it is not for charters and not for re-incorporations, but for capital …
Persistent link: https://www.econbiz.de/10003740283
We address one of the cardinal puzzles of European corporate law: the lack of derivate share-holder suits. We explain this phenomenon on the basis of percentage limits which require share-holders to hold a minimum amount of shares in order to bring a lawsuit. We show that, under this legal...
Persistent link: https://www.econbiz.de/10003971196
; Offenlegungsstrategien ; GmbH & Co. KG ; Vollhafterlösung ; Gesellschaftsrecht ; EHUG; disclosure strategies ; limited partnership with a …
Persistent link: https://www.econbiz.de/10003948503
This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...
Persistent link: https://www.econbiz.de/10008728815
We address one of the cardinal puzzles of European corporate law: the lack of derivate shareholder suits. We explain this phenomenon on the basis of percentage limits which require shareholders to hold a minimum amount of shares in order to bring a lawsuit. We show that, under this legal regime,...
Persistent link: https://www.econbiz.de/10008738315
This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....
Persistent link: https://www.econbiz.de/10011523499
This paper examines the origins of investor protection under the common law by analysing the development of shareholder protection in Victorian Britain, the home of the common law. In this era, very little was codified, with corporate law simply suggesting a default template of rules....
Persistent link: https://www.econbiz.de/10011521411