Showing 1 - 7 of 7
Does managerial entrenchment create or destroy shareholder value? This Article presents both theory and evidence that the answer to this question is not monolithic, but rather depends on factors that vary greatly with the macroeconomic climate, such as firm profitability, takeover frequency, and...
Persistent link: https://www.econbiz.de/10013116368
An IPO is one of the most important events in the life-cycle of a developing firm. The going-public decision is, however, complicated by the persistently cyclical market for public offerings. This Chapter analyzes the macroeconomic determinants of IPO market cyclicality alongside the strategic...
Persistent link: https://www.econbiz.de/10012911608
This Article presents a skeptical, though not dismissive, view of appraisal arbitrage. While there are benefits associated with appraisal litigation, the Article introduces both economic theory and empirical evidence demonstrating that increased levels of appraisal arbitrage also create...
Persistent link: https://www.econbiz.de/10012911614
Corporate political activity raises an important and difficult question of corporate law: who decides when the corporation should speak and what it should say? In several cases, the Supreme Court has provided a clear answer: shareholders, acting through the procedures of corporate democracy....
Persistent link: https://www.econbiz.de/10012936184
This Article presents a simple theory and model of the effects of political uncertainty on the market for IPOs. Our model generates four central predictions: (i) increased political uncertainty reduces the frequency of IPOs; (ii) firms that choose to conduct an IPO during periods of political...
Persistent link: https://www.econbiz.de/10013004276
In light of recent developments in auction theory, this Article re-examines Delaware corporate law governing directors' actions when structuring the sale of a corporation. A foundational doctrine of Delaware law is that when the board of directors resolves to sell a corporation, it must obtain...
Persistent link: https://www.econbiz.de/10013033404
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and managers over the allocation of decision-making authority in public companies. Bylaws are the only method by which shareholders can unilaterally restrict the powers and discretion of the board. Yet the...
Persistent link: https://www.econbiz.de/10013036309