Columbia Law School
Sky Blog
controlling shareholder
Activist Shareholders at De Facto Controlled Companies
Activist campaigns are on the rise on both sides of the Atlantic. Even large-cap companies are increasingly targeted by activists—particularly hedge funds—with remarkable success. A big reason for that success is the support that activist proposals attract from traditional institutions, …
Dual Class Common Stock: An Issue of Public and Private Law
Why Investors Pay So Much for Dual Class Firms
Professor Coffee makes the insightful point that if founders receive a lower price for their stock when they retain voting control, it does not seem fair to allow other shareholders to take away that control without compensation. But, Professor Coffee …
Dual Class Stock: What Is a Fair Compromise?
In my last post[1], I focused on the Council of Institutional Investors’ (“CII”) recent proposal to the New York Stock Exchange and Nasdaq to impose a listing condition that any super-voting rights on dual class stock must expire …
Is There a Delaware Effect for Controlled Firms?
The effect of Delaware incorporation on firm value is an enduring question in corporate law. Robert Daines shifted the terms of this debate in Does Delaware Law Improve Firm Value? (2001) by showing that publicly traded Delaware corporations, controlling for …
Fried Frank Discusses Delaware Decision Absolving LCC Board of Duty to Maximize Price
In Miller v. HCP (Feb. 1, 2018), the Court of Chancery dismissed claims made against the members of a limited liability company board, a majority of whom had been appointed by the private equity firm that was the company’s controlling …
Europe Faces Problem of Strong Shareholders and Weak Outside Investors
Corporate governance literature has largely focused on listed firms with dispersed ownership, but those with controlling stockholders are increasingly important in the United States and Europe. In the U.S., the likes of Google, Facebook, and other technology firms have gone …
A Comparative Analysis of Dual Class Share Structures
The efficiency of dual class share structures is controversial, and whether to allow them is a difficult choice. Though much has been written about this topic, no comprehensive picture of dual class structures’ governance effects has emerged.
Although dual class …