The Corporate Contract in Changing Times: Is the Law Keeping Up?

Author: Steven Davidoff Solomon; Randall Stuart Thomas
Publisher: The University of Chicago Press
ISBN: 9780226599403
Published In: May 2019
Format: Hardback
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Over the past few decades, significant changes have occurred across capital markets. Shareholder activists have become more prominent, institutional investors have begun to wield more power, and intermediaries like investment advisory firms have greatly increased their influence. These changes to the economic environment in which corporations operate have outpaced changes in basic corporate law and left corporations uncertain of how to respond to the new dynamics and adhere to their fiduciary duties to stockholders.

With The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall Stuart Thomas bring together leading corporate law scholars, judges, and lawyers from top corporate law firms to explore what needs to change and what has prevented reform thus far. Among the topics addressed are how the law could be adapted to the reality that activist hedge funds pose a more serious threat to corporations than the hostile takeovers and how statutory laws, such as the rules governing appraisal rights, could be reviewed in the wake of appraisal arbitrage. Together, the contributors surface promising paths forward for future corporate law and public policy.

Foreword

Leo E. Strine Jr.

Introduction

Chapter 1. Why New Corporate Law Arises: Implications for the Twenty-First Century

Robert B. Thompson

Chapter 2. The Rise and Fall of Delaware’s Takeover Standards

Steven Davidoff Solomon and Randall S. Thomas

Chapter 3. In Search of Lost Time: What If Delaware Had Not Adopted Shareholder Primacy?

David J. Berger

Chapter 4. The Odd Couple: Delaware and Public Benefit Corporations

Michael B. Dorff

Chapter 5. Delaware’s Diminishment?