Description
Book SynopsisWritten 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
Table of ContentsContents: 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
