In Re PLX Technology Inc. Stockholders Litigation, C.A. 9880-VCL (October 16, 2018)

This massive decision is a primer on Delaware director fiduciary duty. It covers just about all the important issues, with an enormous amount of citations and explanation. It is particularly helpful in showing how directors must meet their disclosure obligations, both to their other directors and to stockholders. It is, of course, very much a product of its unique facts.

What may be its most lasting impact is its conclusion that the deal price in a merger established fair value and that yet again a DCF analysis was defective. At least for publicly traded and well shopped companies, we may be seeing the end of DCF as the preferred measure of value in Delaware. (emphasis added)

via Morris James

Richard H. Thaler, Nudge, not Sludge, 361 Science 431 (2018)

Sunstein and I stressed that the goal of a conscientious choice architect is to help people make better choices “as judged by themselves.” But what about activities that are essentially nudging for evil? This “sludge” just mucks things up and makes wise decision-making and prosocial activity more difficult.

アサイド

A. Mitchell Polinsky, An Introduction to Law and Economics (5th ed. 2018)

An Introduction to Law and Economics Image

 学部の法の経済分析の講義でこの教科書を種本として用いました。法の経済分析についての網羅的な検討はできませんが、議論が明晰でわかりやすいので、学部の2単位の授業の教科書又は授業の種本として使うには良いと思います。

四半期開示の廃止について