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Research Handbook on Representative Shareholder Litigation
Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
More Information
Contributors
Contents
More Information
Written by leading scholars and judges, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of this essential field. The book is an important and timely contribution by leading corporate law scholars, judges, and practitioners, seeking to better understand and explain the proliferation of shareholder litigation across the globe. It provides a cross-jurisdictional survey of litigation and empirical evidence on the recent evolution of these lawsuits, including in-depth analyses of several key forms of shareholder litigation.
Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It also surveys how related issues are addressed across the globe, with a special focus on parallel forms of litigation in the United States, Canada, the United Kingdom, the European Union, Israel and China.
This Research Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges, and legislators.
Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It also surveys how related issues are addressed across the globe, with a special focus on parallel forms of litigation in the United States, Canada, the United Kingdom, the European Union, Israel and China.
This Research Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges, and legislators.
Contributors
Contributors: D. Awrey, A. Badawi, R.A. Booth, E.A. Chiappinelli, S.J. Choi, B. Clarke, J.C. Coffee, Jr., J.D. Cox, J. Erikcson, J.J. Fedechko, J.E. Fisch, J.L. Gale, M. Gargantini, M. Gelter, S. Griffith, L.A. Hamermesh, S. Hannes, E. Kamar, C.R. Korsmo, J.T. Laster, A.M. Lipton, M. Myers, J.J. Park, A.C. Pritchard, P. Puri, A. Rickey, R. Ronnen, A.M. Rose, C. Silver, S.D. Solomon, R.S. Thomas, D. Webber, V. Winship, M. Wischmeier Shaner, C. Xi
Contents
Contents:
Part I Securities Class Actions
1. The Development of Securities Litigation as a Lawmaking Partnership
Jill E. Fisch
2. Securities Class Actions and Severe Frauds
James J. Park
3. The Shifting Raison d’être of the Rule 10b-5 Private Right of Action
Amanda Marie Rose,
Part II Shareholder Derivative Suits
4. The (Un)Changing Derivative Suit
Jessica Erickson
5. Claim Character and Class Conflict in Securities Litigation
Richard A. Booth
6. Illegality and the Business Judgment Rule
Charles R. Korsmo
Part III Merger Litigation
a. Managing Multijurisdictional Litigation
7. Fighting Frivolous Litigation in a Multijurisdictional World
Adam Badawi
8. Addressing the “Baseless” Shareholder Suit: Mechanisms and Consequences
James D. Cox
9. Who Collects the Deal Tax, Where, and What Delaware Can Do About It
Sean J. Griffith and Anthony Rickey
10. Forum Shopping in the Bargain Aisle: Wal-Mart and the Role of Adequacy of Representation in Shareholder Litigation
Lawrence A. Hamermesh and Jacob J. Fedechko
11. Limiting Litigation Through Corporate Governance Documents
Ann M. Lipton
b. Judicial Perspectives on Shareholder Litigation
12. Disclosure Settlements in the State Courts Post-Trulia: Practical Considerations
James L. Gale
13. Changing Attitudes: The Stark Results of Thirty Years of Evolution in Delaware M&A Litigation
J. Travis Laster
14. Appraisal Rights in Complete Tender Offers in Israel—A Look into Israeli Case-law
Ruth Ronnen
c. Appraisal Actions
15. Recent Developments in Stockholder Appraisal
Charles R. Korsmo and Minor Myers
16. Appraisal as Representative Litigation
Minor Myers
Part IV Litigants and Lawfirms
a. Plaintiffs and Lawfirms
17. Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done?
Stephen J. Choi and A.C. Pritchard
18. The Mimic-the-Market Method of Regulating Common Fund Fee Awards: A Status Report on Securities Fraud Class Actions
Charles Silver
19. What Do We Know About Law Firm Quality In M&A Litigation?
Steven Davidoff Solomon and Randall S. Thomas
b. Officers and Directors
20. Jurisdiction Over Directors and Officers in Delaware
Eric A. Chiappinelli
21. Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma
Megan Wischmeier Shaner
Part V Comparative and International Shareholder Litigation
a. The Globalization of Shareholder Litigation
22. The Globalization of Entrepreneurial Litigation: Law, Culture, and Incentives
John C. Coffee, Jr.
23. The Teva Case: A Tale of a Race to the Bottom in Global Securities Regulation
Sharon Hannes and Ehud Kamar
b. Comparative Shareholder Litigation
24. A Transatlantic Perspective on Shareholder Litigation in Public Takeovers
Dan Awrey and Blanaid Clarke
25. Private Ordering of Shareholder Litigation in the EU and the US
Matteo Gargantini and Verity Winship
26. Mapping Types of Shareholder Lawsuits across Jurisdictions
Martin Gelter
27. Securities Class Actions in Canada: 10 Years Later
Poonam Puri
c. Other Modes of Enforcement
28. CSRC Enforcement of Securities Laws: Preliminary Empirical Findings
Chao Xi
Index
Part I Securities Class Actions
1. The Development of Securities Litigation as a Lawmaking Partnership
Jill E. Fisch
2. Securities Class Actions and Severe Frauds
James J. Park
3. The Shifting Raison d’être of the Rule 10b-5 Private Right of Action
Amanda Marie Rose,
Part II Shareholder Derivative Suits
4. The (Un)Changing Derivative Suit
Jessica Erickson
5. Claim Character and Class Conflict in Securities Litigation
Richard A. Booth
6. Illegality and the Business Judgment Rule
Charles R. Korsmo
Part III Merger Litigation
a. Managing Multijurisdictional Litigation
7. Fighting Frivolous Litigation in a Multijurisdictional World
Adam Badawi
8. Addressing the “Baseless” Shareholder Suit: Mechanisms and Consequences
James D. Cox
9. Who Collects the Deal Tax, Where, and What Delaware Can Do About It
Sean J. Griffith and Anthony Rickey
10. Forum Shopping in the Bargain Aisle: Wal-Mart and the Role of Adequacy of Representation in Shareholder Litigation
Lawrence A. Hamermesh and Jacob J. Fedechko
11. Limiting Litigation Through Corporate Governance Documents
Ann M. Lipton
b. Judicial Perspectives on Shareholder Litigation
12. Disclosure Settlements in the State Courts Post-Trulia: Practical Considerations
James L. Gale
13. Changing Attitudes: The Stark Results of Thirty Years of Evolution in Delaware M&A Litigation
J. Travis Laster
14. Appraisal Rights in Complete Tender Offers in Israel—A Look into Israeli Case-law
Ruth Ronnen
c. Appraisal Actions
15. Recent Developments in Stockholder Appraisal
Charles R. Korsmo and Minor Myers
16. Appraisal as Representative Litigation
Minor Myers
Part IV Litigants and Lawfirms
a. Plaintiffs and Lawfirms
17. Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done?
Stephen J. Choi and A.C. Pritchard
18. The Mimic-the-Market Method of Regulating Common Fund Fee Awards: A Status Report on Securities Fraud Class Actions
Charles Silver
19. What Do We Know About Law Firm Quality In M&A Litigation?
Steven Davidoff Solomon and Randall S. Thomas
b. Officers and Directors
20. Jurisdiction Over Directors and Officers in Delaware
Eric A. Chiappinelli
21. Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma
Megan Wischmeier Shaner
Part V Comparative and International Shareholder Litigation
a. The Globalization of Shareholder Litigation
22. The Globalization of Entrepreneurial Litigation: Law, Culture, and Incentives
John C. Coffee, Jr.
23. The Teva Case: A Tale of a Race to the Bottom in Global Securities Regulation
Sharon Hannes and Ehud Kamar
b. Comparative Shareholder Litigation
24. A Transatlantic Perspective on Shareholder Litigation in Public Takeovers
Dan Awrey and Blanaid Clarke
25. Private Ordering of Shareholder Litigation in the EU and the US
Matteo Gargantini and Verity Winship
26. Mapping Types of Shareholder Lawsuits across Jurisdictions
Martin Gelter
27. Securities Class Actions in Canada: 10 Years Later
Poonam Puri
c. Other Modes of Enforcement
28. CSRC Enforcement of Securities Laws: Preliminary Empirical Findings
Chao Xi
Index
