F. Hodge O'Neal Corporate and Securities Law Symposium

Foreword—Evolving Business Associations: Understanding the Role of Law

Robert B. Thompson
This Symposium presents an array of provocative articles and commentary addressing law as applied to close corporations and going-private enterprises. These articles define anew how we think about the business firm and also offer guidance for defining the role of law and private ordering for all business enterprises.
F. Hodge O'Neal Corporate and Securities Law Symposium

The 1980s—Did We Save the Stockholders While the Corporation Burned?

Andrew G. T. Moore II
Although the long-range ramifications of the takeover craze are not yet known, one thing is clear: the 1980s changed the way American corporations do business. I suspect that the effects of the era have changed or will change the way in which America looks at corporations. In retrospect, many ask why this era of mega-mergers happened and why nothing was done to control events that seemed to be endangering the…
F. Hodge O'Neal Corporate and Securities Law Symposium

Opting In and Opting Out: Bargaining for Fiduciary Duties in Cooperative Ventures

Jason Scott Johnston
After surveying the Perfect-Markets analysis in Section I of this Article, Section II explores some strategic implications of its central insight regarding the imperfection of fiduciary duty protection. At the same time, by focusing just on strategic effects due to asymmetric information, the results in Section II are very limited and do not provide the backbone for a positive theory of opting in and opting out of fiduciary duties. Section…
F. Hodge O'Neal Corporate and Securities Law Symposium

Bargaining for Fiduciary Duties: Preserving the Vulnerability of the Disadvantaged?

John A. C. Hetherington
F. Hodge O'Neal Corporate and Securities Law Symposium

Opting In and Out of Fiduciary Duties in Cooperative Ventures: Refining the So-Called Coasean Contract Theory

Charles Rogers O'Kelley Jr.
F. Hodge O'Neal Corporate and Securities Law Symposium

Judging Close Corporations in the Age of Statutes

Ian Ayres
This Article examines the interaction between courts and legislatures in developing the law that governs close corporations.
F. Hodge O'Neal Corporate and Securities Law Symposium

The Economic Efficiency of Close Corporation Law: A Comment

Geoffrey P. Miller
F. Hodge O'Neal Corporate and Securities Law Symposium

State Competition for Close Corporation Charters: A Commentary

Roberta Romano
F. Hodge O'Neal Corporate and Securities Law Symposium

The Deregulation of Limited Liability and the Death of Partnership

Larry E. Ribstein
This Article suggests that the partnership form is attractive for many firms on the margin only because of the regulatory costs of limited liability, including double corporate taxation and limitations on organizational form.
F. Hodge O'Neal Corporate and Securities Law Symposium

Limited Liability and Externalization of Risk: A Comment on the Death of Partnership

Robert W. Hillman
F. Hodge O'Neal Corporate and Securities Law Symposium

Partnerships, Limited Liability Companies, and Taxes: A Comment on the Survival of Organizational Forms

Saul Levmore
F. Hodge O'Neal Corporate and Securities Law Symposium

Responsibility of Investment Bankers to Shareholders

Ted J. Fiflis
This Article proposes that investment bankers be held responsible to shareholders. As gatekeepers for corporate control transactions, investment bankers should be liable as delegates of the board, having the same fiduciary duties of care, candor, and loyalty that directors have, as well as a duty of skill.
F. Hodge O'Neal Corporate and Securities Law Symposium

Fairness Opinions: How Fair Are They and Why We Should Do Nothing About It

William J. Carney
I believe that fairness opinions exist for two reasons: a judicial belief in the determinacy of value, and legal rules that shelter the business judgment of a board when based on reliance on the opinion of experts. Except in rare instances, investment bankers do not deliver fairness opinions for the benefit of public shareholders. Further, the nature of the fairness opinion is such that neither courts nor investors should attach…
F. Hodge O'Neal Corporate and Securities Law Symposium

Fairness Opinions As Magic Pieces of Paper

Dale A. Oesterle
I explain each suggestion in Section IV below, after I discuss the merits of the approaches of Professors Carney and Fiflis in Sections II and III. Section I contains a background discussion on the nature of fairness opinions.
F. Hodge O'Neal Corporate and Securities Law Symposium

Lessons of an Outside Director

Murray Weidenbaum
The three sacred cows that will be engaged (let us not say slaughtered) are: (1) the widespread knowledge that leveraged buyouts (LBOs) only benefit a few insider wheeler-dealers (also rejected is the converse belief that all LBOs contribute to a healthier economy); (2) takeovers are uniformly good for shareholders; and (3) investment bankers are the appropriate folks to pass judgment on whether a board should approve a proposed acquisition, merger,…
F. Hodge O'Neal Corporate and Securities Law Symposium

“Going Private” Seventeen Years Later

A. A. Sommer Jr.
F. Hodge O'Neal Corporate and Securities Law Symposium

Information Asymmetries, Rule 13e-3, and Premiums in Going-Private Transactions

Jeffry Davis and Kenneth Lehn
Among the questions we examine are the following: Are premiums lower in going-private transactions initiated by managers than in going-private transactions initiated by third parties? Did premiums in management-led going-private transactions increase following the adoption of Rule 13e-3? Are premiums in third-party going-private transactions in which management is likely to be an equity participant (i.e., going-private transactions that presently are exempt from Rule 13e-3) lower than premiums in Rule 13e-3…
F. Hodge O'Neal Corporate and Securities Law Symposium

Going-Private Regulation in an Era of “Round Trip” Transactions: A Commentary

Victor Brudney
F. Hodge O'Neal Corporate and Securities Law Symposium

Rollups of Limited Partnerships: Questions of Regulation and Fairness

Deborah A. DeMott
Rollups of limited partnerships, recently the object of attention from Congress, the Securities and Exchange Commission (SEC), and the investing public, raise many conflict-of-interest questions similar to those leveraged buyouts (LBOs) present. To be sure, LBOs and rollups differ in many ways; they tend, nonetheless, to share features that induce squeamishness in many observers.
Note

Research and Relators: The False Claims Act and Scientific Misconduct

Christopher P. Perzan