You are looking at 1 - 3 of 3 items

  • Author or Editor: Charles R. Korsmo x
Clear All Modify Search
You do not have access to this content

Charles R. Korsmo

The chapter addresses derivative claims that seek to hold corporate officers and directors liable for causing the company to commit illegal acts. The author argues that corporate law should not subject defendants to greater judicial scrutiny in stockholder suits simply because they have caused the company to violate the criminal or civil law. Corporations that violate the law may well face financial penalties and other legal repercussions, and individuals personally involved may also face sanctions of their own. It is less clear, however, whether directors violate their fiduciary duties by approving illegal acts, especially where those acts do not harm the corporation. Many corporations today have made violating, and ultimately changing, the law part of their business model. Corporate lawbreaking under this model may be both profitable and socially beneficial. As a result, stockholder litigation seeking director liability for illegal actions threatens to be a formidable obstacle to progress.

You do not have access to this content

Charles R. Korsmo and Minor Myers

This chapter provides an overview of stockholder appraisal activity—including recent data—together with an evaluation of recent legal developments, both judicial and legislative. The year 2015 was a record year for stockholder appraisal in terms of the number of mergers challenged and the dollar amounts involved. The evidence shows, however, that appraisal remains relatively rare and continues to be focused on deals with abnormally low merger premia and sales processes marked by conflicts of interest. As this chapter explains, developments in Delaware suggest a growing acceptance of the recent blossoming of appraisal arbitrage as an investment strategy, coupled with sensible prophylactic measures against potential abuses of the appraisal remedy.

You do not have access to this content

Charles R. Korsmo and Minor Myers

This chapter provides an overview of modern appraisal litigation, describes a backlash among defendants and their advisors, and evaluates the chief potential argument levied against appraisal. The principal justification for appraisal is that, at the margin, it deters transactions that would deliver too little value to stockholders, as compared to remaining independent. The available evidence suggests that appraisal can serve this deterrence function better than other forms of merger-related litigation.