Print Archive | The University of Chicago Business Law Review

Article

Volume 1.1

Just Say No? Shareholder Voting on Securities Class Actions

Albert H. Choi

Paul G. Kauper Professor of Law, University of Michigan

Stephen J. Choi

Bernard Petrie Professor of Law and Business, New York University

A.C. Pritchard

Frances and George Skestos Professor of Law, University of Michigan

The U.S. securities laws allow security-holders to bring a class action suit against a public company and its officers who make materially misleading statements to the market. The class action mechanism allows individual claimants to aggregate their claims. This procedure mitigates the collective action problem among claimants, and also creates potential economies of scale. Despite these efficiencies, the class action mechanism has been criticized for being driven by attorneys and also encouraging nuisance suits.

Article

Volume 1.1

Hidden History of Securities Damages

Allen Ferrell

Greenfield Professor of Securities Law, Harvard Law School; PhD

I. Introduction

Article

Volume 1.1

Purpose Proposals

Jill E. Fisch

Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

I thank participants at the University of Chicago Business Law Review Symposium, the Tulane Corporate and Securities Roundtable and the BYU Winter Deals Conference as well as Rick Alexander, Cathy Hwang, Sanford Lewis, Peter Molk, Alessio Pacces and Harwell Wells for their many helpful comments and suggestions.

I. Introduction

Article

Volume 1.1

Rereading the “One Share, One Vote” Principle: Is It Also a Matter of Competition?

Federico Ghezzi

Full Professor of Corporate and Competition Law at Bocconi University, Milan, Italy

Chiara Mosca

CONSOB Commissioner; Associate Professor of Corporate and Financial Markets Law at Bocconi University, Milan, Italy (on leave)

The opinions expressed in this Article are the sole responsibility of the author and should not be taken to represent an official position of the institution in which she serves.

Maria Lucia Passador

Academic Fellow in Corporate and Financial Markets Law at Bocconi University, Milan, Italy

I. Introduction

Article

Volume 1.1

The New Corporate Governance

Oliver Hart

Harvard University

We are grateful to Lucian Bebchuk, Ronald Gilson, Bernard Sharfman, Robert Sitkoff, Holger Spamann, David H. Webber, and participants at the University of Chicago Business Law Review Symposium for helpful discussions and feedback. We thank Jack Li for excellent research assistance. Oliver Hart gratefully acknowledges financial support from the Harvard-Radcliffe Institute. Luigi Zingales gratefully acknowledges financial support from Stigler Center at the University of Chicago.

Luigi Zingales

University of Chicago

I. Introduction

Article

Volume 1.1

Endogenous Choice of Stakes Under Common Ownership

C. Scott Hemphill

Moses H. Grossman Professor of Law, New York University School of Law

We thank Chris Conlon, Angel Lopez, Alessio Piccolo, and participants at the NYU Law and Economics Workshop and the NBIM Common Ownership Mini-Conference for helpful comments.

Marcel Kahan

George T. Lowy Professor of Law, New York University School of Law

We thank Chris Conlon, Angel Lopez, Alessio Piccolo, and participants at the NYU Law and Economics Workshop and the NBIM Common Ownership Mini-Conference for helpful comments.

I. Introduction

A common concentrated owner (CCO) holds stakes in competing firms.2

Article

Volume 1.1

Should There Be Corporate Governance Police?

M. Todd Henderson

Michael J. Marks Professor of Law, University of Chicago Law School

I. Introduction

Article

Volume 1.1

Shadow Contracts

Jessica S. Jeffers

Ph.D., Assistant Professor of Finance and David G. Booth Faculty Fellow, Booth School of Business, University of Chicago

We are grateful to collaboration of Eighteen East Capital partners, Dave Portmann and Thomas Venon, Swedish International Development Agency, Global Affairs Canada, the Impact Finance Research Consortium, the Wharton Social Impact Initiative, and the Rustandy Center, in particular fellows, and participant fund general partners, for making this paper possible. Jim Hicks & Hanson Ho provided excellent research assistance; all errors are our own.

Anne M. Tucker

Anne M. Tucker, Professor & Faculty Director of Legal Analytics & Innovation, Georgia State University College of Law

I. Introduction

Article

Volume 1.1

The Win-Win That Wasn’t: Managing to the Stock Market’s Negative Effects on American Workers and Other Corporate Stakeholders

Aneil Kovvali

Harry A. Bigelow Teaching Fellow & Lecturer in Law, University of Chicago Law School

The authors are grateful for the incisive comments of Matthew Bodie, Miguel Padro and David Berger, and the help of Peggy Pfeiffer.

Leo E. Strine, Jr.

Michael L. Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, Rosen & Katz; former Chief Justice and Chancellor, the State of Delaware

The authors are grateful for the incisive comments of Matthew Bodie, Miguel Padro and David Berger, and the help of Peggy Pfeiffer.

I. Introduction

Article

Volume 1.1

Not-for-Profits, ESGs, and The Economic Structure of Corporate Law

Saul Levmore

I. Introduction

Article

Volume 1.1

Insider Trading: Easterbrook and Fischel and Easterbrook vs. Fischel

Jonathan R. Macey

Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law, Yale Law School

The author is grateful to Joshua Macey for his valuable comments.

Introduction

Coauthoring can be a tricky business. This is particularly true where the coauthors already have staked out strong and distinct positions on a highly salient subject such as insider trading.

Article

Volume 1.1

Easterbrook and Fischel on Corporate Purpose

Edward B. Rock

Martin Lipton Professor of Law and co-director of the Institute for Corporate Governance and Finance, NYU School of Law, and Research Fellow at the European Corporate Governance Institute