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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
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 article addresses the proposition advanced by academic and press commentators that European corporation law promotes stockholder welfare better than its U.S. counterpart. Those who express that view often point to the stronger rights afforded to stockholders under the laws of the European...
Persistent link: https://www.econbiz.de/10011496242
An important tenet of a burgeoning 'law and finance' literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and...
Persistent link: https://www.econbiz.de/10013105507
The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated … this "competition" based also on empirical evidence, I examine some recent reforms of the Delaware General Corporation Act … offer some implications for the also peculiar type of regulatory competition emerging in Europe, and indicate some …
Persistent link: https://www.econbiz.de/10012936168
There seems to be a virtual consensus among corporate law scholars that state legislatures should enable corporations to select governance terms from a menu of predefined statutory rules. In this Article, I challenge this view. The private sector has produced menus of contract terms, such as...
Persistent link: https://www.econbiz.de/10009540211
This article deals with the latest developments in the regulation of cross-border tender offers in the U.S., in Germany, and in the European Union. In the U.S. the SEC issued a new release concerning Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings. The new...
Persistent link: https://www.econbiz.de/10014151065
Corporations cannot exist without workers, yet workers are not part of the formal or informal governance structures established by U.S. corporate law. Commentators and policymakers have bemoaned this state of affairs for decades, to little avail. Since the mid-2010s, however, a concept related...
Persistent link: https://www.econbiz.de/10014088959
We find that an increase in a firm's incentives to use trade secrets to protect its intellectual property results in a more actively managed capital structure. Exploiting U.S. states' adoption of the Uniform Trade Secrets Act as a positive “shock” in the protection afforded to trade secrets,...
Persistent link: https://www.econbiz.de/10012853531