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 Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges and legislators.
Contributors include: 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
Show moreWritten 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 Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges and legislators.
Contributors include: 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
Show moreContents:
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
Edited by Sean Griffith, T.J. Maloney Chair and Professor of Law, Fordham University, School of Law, Jessica Erickson, Professor of Law and Associate Dean for Faculty Development, University of Richmond, School of Law, David H. Webber, Professor of Law, Boston University, School of Law and Verity Winship, Professor of Law, University of Illinois, Urbana-Champaign, US
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