Business & Corporate Law

Selective Disclosure and Insider Trading

Written by: Michael D. Guttentag

Abstract Determining when the selective disclosure of material nonpublic information should trigger insider trading liability is a deeply problematic aspect of insider trading doctrine. The current rule is that a selective disclosure can only trigger insider trading liability if “the insider [making the selective disclosure] personally will benefit, directly or indirectly, from his disclosure.” Dirks […]

Sandra K. Miller & Karie Davis-Nozemack, Toward Consistent Fiduciary Duties for Publicly Traded Entities

Written by: Sandra K. Miller & Karie Davis-Nozemack

Abstract After the 2008 recession, it is difficult to imagine that the public is investing billions of dollars in publicly traded entities with little regulation of board conflicts and no fiduciary duty protections. Yet, that is precisely the case for more than $284 billion of investments. Investors have flocked to publicly traded limited partnerships (LPs) […]

Harwell Wells, A Long View of Shareholder Power: From the Antebellum Corporation to the Twenty-First Century

For most of the twentieth century, the conventional wisdom held—probably correctly—that shareholders in America’s large, public corporations were passive and powerless and that managers wielded the real power. Beginning in the 1980s, however, shareholders in the form of institutional investors started to push for a greater say in corporate decision-making. In the twenty-first century, hedge […]

Paul Rose, Shareholder Proposals in the Market for Corporate Influence

The period from 2003 to 2013 shows a remarkable shift in the use and effectiveness of shareholder proposals. While shareholders pursued many different types of proposals over this period, this Article identifies eight types of proposals as most important to corporate governance. This Article then provides evidence of how shareholders used and voted on these […]

Bernard S. Sharfman, Shareholder Wealth Maximization and Its Implementation Under Corporate Law

This Article tackles the question of when courts should intervene in the decision-making of a corporation and review a corporate business decision for shareholder wealth maximization. This Article takes a very traditional approach to answering this question. It notes with approval that courts have historically been very hesitant to participate in the process of determining […]

Michelle M. Harner & Jamie Marincic Griffin, Facilitating Successful Failures

Approximately 80,000 businesses fail each year in the United States. This Article presents an original empirical study that surveys more than 400 business restructuring professionals. The study focuses on a critical factor that arguably contributes to these failures—the conduct of boards of directors and management. Anecdotal evidence suggests that management of distressed companies often bury […]