Librería Portfolio

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.



Table of Contents:
ForewordLeo E. Strine Jr.
Introduction

Chapter 1. Why New Corporate Law Arises: Implications for the Twenty-First CenturyRobert B. Thompson
Chapter 2. The Rise and Fall of Delaware´s Takeover StandardsSteven 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 CorporationsMichael B. Dorff
Chapter 5. Delaware´s Diminishment?Hillary A. Sale
Chapter 6. Delaware and Financial RiskFrank Partnoy
Chapter 7. Hedge Fund Activism, Poison Pills, and the Jurisprudence of ThreatWilliam W. Bratton
Chapter 8. Corporate Governance beyond EconomicsElizabeth Pollman
Chapter 9. The Many Modern Sources of Business LawColleen Honigsberg and Robert J. Jackson Jr.
Chapter 10. Appraisal after DellGuhan Subramanian
Chapter 11. Boilermakers and the Contractual Approach to Litigation BylawsJill E. Fisch
Chapter 12. Litigation Rights and the Corporate ContractVerity Winship
Chapter 13. Private Ordering Post-Trulia: Why No-Pay Provisions Can Fix the Deal Tax and Forum Selection Provisions Can´tSean J. Griffith
Chapter 14. International Compliance RegimesStavros Gadinis
List of Contributors
Index