Suresh Nallareddy, Robert Pozen & Shivaram Rajgopal, Consequences of Mandatory Quarterly Reporting: The U.K. Experience (2017)

… We exploit the start of mandatory quarterly reporting by the Financial Conduct Authority (FCA) in 2007 and the end of the requirement in 2014 in the United Kingdom to examine corporate and capital market behavior. After imposition of mandatory quarterly reporting in 2007, we find (i) a dramatic decline in the number of companies that issue reports with quantitative information (defined as including both sales and earnings numbers for the quarter); (ii) a substantial increase in companies announcing managerial guidance for the upcoming year’s earnings or sales; and (iii) an increase in analyst following for all sample companies. However, using a difference-in-differences analysis, we find that the imposition of mandatory quarterly reporting has virtually no impact on firms’ investment decisions. Companies that voluntarily moved back from quarterly to semi-annual reporting after 2014 have experienced a reduction in analyst coverage, but no detectable increases in their levels of corporate investments.

via Oxford

Matthew D. Cain et al., The Shifting Tides of Merger Litigation (2017)

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.

We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger litigation, to increase the number of cases that are dismissed, and to reduce the size of attorneys’ fee awards. At the same time, we document an adaptive response by the plaintiffs’ bar in which cases are being filed in other state courts or in federal court in an effort to escape the application of the new rules.

This responsive adaptation offers important lessons about the entrepreneurial nature of merger litigation and the limited ability of the courts to reduce the potential for litigation abuse. In particular, we find that plaintiffs’ attorneys respond rationally to these changes by shifting their filing patterns, and that defendants respond in kind. We argue, however, that more expansive efforts to shut down merger litigation, such as through the use of fee-shifting bylaws, are premature and create too great a risk of foreclosing beneficial litigation. We also examine Delaware’s dilemma in maintaining a balance between the rights of managers and shareholders in this area.

Allen Ferrell, Hao Liang & Luc Renneboog, Socially Responsible Firms (2017)

In the corporate finance tradition, starting with Berle and Means (1932), corporations should generally be run to maximize shareholder value. The agency view of corporate social responsibility (CSR) considers CSR an agency problem and a waste of corporate resources. Given our identification strategy by means of an instrumental variable approach, we find that well-governed firms that suffer less from agency concerns (less cash abundance, positive pay-for-performance, small control wedge, strong minority protection) engage more in CSR. We also find that a positive relation exists between CSR and value and that CSR attenuates the negative relation between managerial entrenchment and value.

via Oxford

Appraising the ‘Merger Price’ Appraisal Rule

This paper develops an analytic framework combining agency costs, auction design and shareholder voting to study how best to measure “fair value” for dissident shareholders in a post-merger appraisal proceeding. Our inquiry spotlights an approach recently embraced by some courts that benchmarks fair value against the merger price itself, at least in certain situations. As a general matter, the “Merger Price” (MP) rule tends to depress both acquisition prices and target shareholders’ expected welfare relative to both the optimal appraisal policy and several other plausible alternatives. In fact, we demonstrate that the MP rule is strategically equivalent to nullifying appraisal rights altogether. Although the MP rule may be warranted in certain circumstances, our analysis suggests that such conditions are unlikely to be widespread and, consequently, the rule should be employed with caution. Our framework also helps explain why a healthy majority of litigated appraisal cases using conventional fair-value measures result in valuation assessments exceeding the deal price—an equilibrium phenomenon that is an artifact of rational, strategic behavior (and not necessarily an institutional deficiency, as some assert). Finally, our analysis facilitates better understanding of the strategic and efficiency implications of recent reforms allowing “medium-form” mergers, as well as an assortment of (colorfully named) appraisal-related practices, such as blow provisions, drag-alongs, and “naked no-vote” fees.

via Harvard

米国の会社法・証券法関連論文(2015)

Yale Law Journal

Harvard Law Reveiw

該当なし

University of Chicago Law Review

Columbia Law Review

  • Lucian A. Bebchuk, Alon Brav & Wei Jiang, The Long-Term Effects of Hedge Fund Activism, 115 Colum. L. Rev. 1085 (2015),

  • Jeffrey N. Gordon & Wolf-Georg Ringe, Bank Resolution in the European Banking Union: A Transatlantic Perspective on What It Would Take, 115 Colum. L. Rev. 1297 (2015),

  • Gideon Parchomovsky & Alex Stein, Catalogs, 115 Colum. L. Rev. 165 (2015)

Stanford Law Review

New York University Law Rev.

該当なし

Virginia Law Review

University of Pennsylvania Law Review

Duke Law Journal

California Law Review

該当なし

Business Lawyer

  • Leo E. Strine, Jr., Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-making and Reduce the Litigation Target Zone, 70 Bus. Law. 679 (2015)

  • Peter J. Henning, What’s So Bad About Insider Trading Law?, 70 Bus. Law. 751 (2015)

  • Robert C. Clark, Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players, 70 Bus. Law. 321 (2015)

  • Henry T. C. Hu, Financial Innovation and Governance Mechanisms: The Evolution of Decoupling and Transparency, 70 Bus. Law. 347 (2015)

  • E. Norman Veasey & Grover C. Brown, An Overview of the General Counsel’s Decision Making on Dispute-Resolution Strategies in Complex Business Transactions, 70 Bus. Law. 407 (2015)

  • Merritt B. Fox, Halliburton II: It All Depends on What Defendants Need to Show to Establish No Impact on Price, 70 Bus. Law. 437 (2015)

University of Iowa Law Review

該当なし

Boston University Law Review

該当なし

Northwestern University Law Review

Texas Law Review

  • Jill E. Fisch, Sean J. Griffith & Steven Davidoff Solomon, Confronting the Peppercorn Settlement in Merger Litigation: An Empirical Analysis and a Proposal for Reform, 93 Texas L. Rev. 557 (2015)

UCLA Law Review

Journal of Corporation Law

  • Matthew D. Cain, Antonio J. Macias & Steven Davidoff Solomon, Broken Promises: The Role of Reputation in Private Equity Contracting and Strategic Default, 40 J. Corp. L. 565 (2015)