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...

Item 303 of SEC Regulation S-K requires companies to disclose “known trends and uncertainties” in certain public filings. In securities class action litigation, plaintiffs increasingly allege the omission of such “trends and uncertainties” as a basis for liability. But Item 303 provides...

Mergers and acquisitions : a cyclical and legal phenomenon / Claire A. Hill, Brian J.M. Quinn and Steven Davidoff Solomon -- M&A contracts : purposes, types, regulation and patterns of practice / John C. Coates IV -- The market for corporate control : survey of the empirical evidence, estimation...

Corporate governance rules have an enormous impact on people's lives. This is true whether the corporation is public or private, and regardless of its size, since the rules governing corporate behavior and director conduct apply regardless of the size of the corporation or the number of its...

Two proposed bills barring public pensions from considering environmental, social, and governance investment criteria create massive legal risk for any pension fiduciary or service provider. The American Legislative Exchange Council “boycott bill” and the “fiduciary duty” bill, if...