Remedies for M&A Breach of Contract – The Cineplex Case

A remorseful acquirer wants to get out of a merger or acquisition agreement. It concocts a thin justification, which a court wisely rejects, finding unlawful breach. What is the appropriate remedy for harm done to the target?

While attention has focused on the controversy surrounding Elon Musk’s proposed acquisition of Twitter, this question arose in the recent Canadian decision of Cineplex v. Cineworld.[1] The Cineplex court rejected specific performance and instead, in a case of first impression, awarded the target CAD $1.24 billion in expectation damages for loss of anticipated synergies.

Our forthcoming paper takes a close look … Read more

Is Stakeholderism Bad for Stakeholders?

A series of recent papers (here, here, and here, for example) have argued that maximizing shareholder value remains the proper goal of the modern corporation – and in some cases that stakeholderism is in fact harmful to stakeholders. Yet giving up on stakeholderism for the sake of stakeholders cannot be the right answer or strategy, even though there are significant challenges to steering away from the currently prevailing framework.

Although the papers differ in the details of their arguments, they share some common themes:

  • Corporate managers do not and will not use discretion to benefit non-shareholder

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Corporate Management in the Age of Artificial Intelligence

Law and technology-related research has arrived in the world of corporate law, as academics begin to tackle topics like artificial intelligence (AI), increasing automation and robots, Big Data, and blockchain. In a recent working paper, I focus on a specific aspect that has not received much attention: the future of corporate management in an AI-dominated world.

My paper is divided into two major parts: The first asks whether it is feasible for AI to take over the management of corporations. I argue that it is – and will happen sooner than we might think. The second part is a … Read more

Corporate Governance that Works for Everyone

Corporate governance has traditionally been viewed as a way to reduce agency costs between shareholders and managers in the context of private ordering.  Laws and regulations pertaining to corporate governance have, therefore, typically aimed to enhance long-term wealth for shareholders.

Governments have in recent years, however, discovered a new use for corporate governance: advancing the public interest. This has been done by promoting everything from environmental causes to gender diversity to humanitarian aid. In the United Kingdom, the government has been explicit in advocating this view of corporate governance.  Prime Minister Theresa May has expressly noted that corporate governance should … Read more