The use of supermajority voting rules in corporate America: majority rule, corporate legitimacy, and minority shareholder protection

Article Abstract:

Economic and historical analysis of alternative corporate voting rules reveals that the voting method used has little effect on the share prices received under tender offers and whether or not the proposed mergers are accepted. Supermajority and unanimity rules have been advocated as a means of protecting the interests of minority shareholders, but they have also been criticized as a means of entrenching management. It is clear that any voting rule chosen is subject to becoming an instrumentality of corporate management.

Stockholder Suits, Analysis, Economic aspects, Laws, regulations and rules, Corporate governance, Voting, Shareholder lawsuits, Minority stockholders

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The future of the Private Securities Litigation Reform Act: or, why the fat lady has not yet sung

Article Abstract:

Congress left several ambiguities in the Private Securities Litigation Reform Act of 1995 that courts will have to interpret. Courts will use the legislative history of the act and may have difficulties with some of its extreme statements. The act also expanded the SEC's exemptive authority.

Interpretation and construction, Evaluation, Securities law, Legislative histories

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