Volume 72, Number 6
November 2019
Introduction: Professor Randall Thomas’s Depolarizing and Neutral Approach to Shareholder Rights
Nov. 25, 2019—James D. Cox & Frank Partnoy | 72 Vand. L. Rev. 1755 (2019) | Like Gaul, corporate law scholarship can be divided into three overflowing buckets: pro-manager, pro-shareholder, and empirical. We classify empirical scholarship as a separate category, in significant part because of Professor Randall Thomas. In the pre-Thomas era, much of the literature fell...
Mootness Fees
Nov. 25, 2019—Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, & Randall S. Thomas | 72 Vand. L. Rev. 1777 (2019) | In response to a sharp increase in litigation challenging mergers, the Delaware Chancery Court issued the 2016 Trulia decision, which substantively reduced the attractiveness of Delaware as a forum for these suits. In this...
Automating Securities Class Action Settlements
Nov. 25, 2019—Jessica Erickson | 72 Vand. L. Rev. 1817 (2019) | Securities class actions are supposed to vindicate the rights of investors injured by corporate fraud. Yet, despite multimillion- or even multibillion-dollar settlements, many injured investors never receive a dime in compensation. To receive money from a settlement in a securities class action, investors must comply...
The Case for Individual Audit Partner Accountability
Nov. 25, 2019—Colleen Honigsberg | 72 Vand. L. Rev. 1871 (2019) | Despite repeated regulatory interventions, accounting failures continue to persist in companies around the world. In this Article, I explain why regulatory oversight, private enforcement, and firm-level reputational sanctions are unlikely to induce accountants to take optimal levels of care when auditing corporate financials. Instead, our...
Lead Plaintiff Incentives in Aggregate Litigation
Nov. 25, 2019—Charles R. Korsmo & Minor Myers | 72 Vand. L. Rev. 1923 (2019) | The lead plaintiff role holds out considerable promise in promoting the deterrence and compensation goals of aggregate litigation. The prevailing approach to compensating lead plaintiffs, however, provides no real incentive for a lead plaintiff to bring claims on behalf of a...
After Corwin: Down the Controlling Shareholder Rabbit Hole
Nov. 25, 2019—Ann M. Lipton | 72 Vand. L. Rev. 1977 (2019) | As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme...
Corporate Oversight and Disobedience
Nov. 25, 2019—Elizabeth Pollman | 72 Vand. L. Rev. 2013 (2019) | Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty...
Calculating SEC Whistleblower Awards: A Theoretical Approach
Nov. 25, 2019—Amanda Rose | 72 Vand. L. Rev. 2047 (2019) | The Dodd-Frank Act provides that Securities and Exchange Commission (“SEC”) whistleblower awards must equal not less than ten and not more than thirty percent of the monetary penalties collected in the action to which they relate; SEC Rule 21F-6 provides criteria that the SEC may...
The Other Janus and the Future of Labor’s Capital
Nov. 25, 2019—David Webber | 72 Vand. L. Rev. 2087 (2019) | Two forms of labor’s capital—union funds and public pension funds—have profoundly reshaped the corporate world. They have successfully advocated for shareholder empowerment initiatives like proxy access, declassified boards, majority voting, say on pay, private fund registration, and the CEO-to-worker pay ratio. They have also served...