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The Corporate Contract in Changing Times

Is the Law Keeping Up?

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.

336 pages | 1 line drawing, 1 table | 6 x 9 | © 2019

Law and Legal Studies: General Legal Studies

Table of Contents

Leo E. Strine Jr.


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?
Hillary A. Sale

Chapter 6. Delaware and Financial Risk
Frank Partnoy

Chapter 7. Hedge Fund Activism, Poison Pills, and the Jurisprudence of Threat
William W. Bratton

Chapter 8. Corporate Governance beyond Economics
Elizabeth Pollman

Chapter 9. The Many Modern Sources of Business Law
Colleen Honigsberg and Robert J. Jackson Jr.

Chapter 10. Appraisal after Dell
Guhan Subramanian

Chapter 11. Boilermakers and the Contractual Approach to Litigation Bylaws
Jill E. Fisch

Chapter 12. Litigation Rights and the Corporate Contract
Verity Winship

Chapter 13. Private Ordering Post-Trulia: Why No-Pay Provisions Can Fix the Deal Tax and Forum Selection Provisions Can’t
Sean J. Griffith

Chapter 14. International Compliance Regimes
Stavros Gadinis

List of Contributors

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