I think that the most important aspect of corporations is limited liability and that is barely mentioned in the article - but maybe that’s a narrow way of thinking about it.
This is double plus good!
> People should be able to monetize lies. What? No. > And people should be able to say things about people or companies that might cause a crazy person to do something crazy. Yeah sure, but that's not the issue here. >…
Legal writing has something like this. If you look at the - sometimes dreaded - Bluebook, "signals" play a large role in indicating the relevance of the cited source to the argument. See generally Peter W. Martin,…
You're welcome. Corporate governance is a surprisingly controversial area for how boring it seems at first glance. Here's a more in depth apologetic for the interested: https://theliptonarchive.org/1980s/
Also - since I'm on a bit of a roll - there are definitely other stories for what is going on here. One is that poison pills kind of soften the edges of capitalism a bit by allowing directors to decide if they want to…
Wrt 2: It's a bit complicated. The "market price" isn't really the target here, if you are talking about the price of the stock on stock exchanges. It's accepted that there is a thing called a "control premium" -…
So does good society happen when prosocial truths are high status and antisocial truths are low status? Edit: and the same for lies I suppose.
Courts have upheld poison pills that treat 13D and 13G filers differently. I'd wager most ETFs that hold 5% of major public companies are 13G filers. Vanguard files a 13G for twitter. To be fair idk what the twitter…
Right, though it is an interesting question of whether those values either have to be (1) directly fiducial (2) couched in some theory of fiducial return or (3) can be entirely non-fiducial. Doesn't really mean much in…
I hear what you are saying. Hobby Lobby is an important case but to me Hobby Lobby doesn't really implicate the same policy concerns. Hobby Lobby was a closely held (read family held) private corporation. I agree that…
Right, though I don't think it is so vague as to be meaningless. The stakeholder / shareholder value debates in corporate governance play on the extremities of this distinction a lot, with the current koan being that…
Under DE law, my understanding is that you are slightly off on this. Boards do have a duty to maximize shareholder value. THAT SAID, the business judgement rule provides that judges will not second guess the board…
Technically he could - it would just be ludicrously expensive.
Tender offers can be hostile - a "hostile tender offer" is an offer directly to shareholders to buy shares at a certain price, without getting the blessing of the board.
Well (1) you can be sure Musk is paying lawyers $$$ to make sure he doesn't deeply fuck up on any securities rules given his contentious relationship with the SEC [though fairly that might be de minimus to him] (2)…
Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.
(1) yes, though would be an expensive troll and (2) no - offer was non-binding and very conditional (due diligence, financing, etc.)
Poison pills often have exemptions for passive investors such as ETFs.
I, for one, pay taxes so I don’t wind up in jail.
Limited liability entities (e.g. corporations, LLCs, etc) are one of the legal cornerstones our economy. Anyone can form one, but it takes expert (thus expensive) advice from a lawyer to make sure you are in compliance…
I think that the most important aspect of corporations is limited liability and that is barely mentioned in the article - but maybe that’s a narrow way of thinking about it.
This is double plus good!
> People should be able to monetize lies. What? No. > And people should be able to say things about people or companies that might cause a crazy person to do something crazy. Yeah sure, but that's not the issue here. >…
Legal writing has something like this. If you look at the - sometimes dreaded - Bluebook, "signals" play a large role in indicating the relevance of the cited source to the argument. See generally Peter W. Martin,…
You're welcome. Corporate governance is a surprisingly controversial area for how boring it seems at first glance. Here's a more in depth apologetic for the interested: https://theliptonarchive.org/1980s/
Also - since I'm on a bit of a roll - there are definitely other stories for what is going on here. One is that poison pills kind of soften the edges of capitalism a bit by allowing directors to decide if they want to…
Wrt 2: It's a bit complicated. The "market price" isn't really the target here, if you are talking about the price of the stock on stock exchanges. It's accepted that there is a thing called a "control premium" -…
So does good society happen when prosocial truths are high status and antisocial truths are low status? Edit: and the same for lies I suppose.
Courts have upheld poison pills that treat 13D and 13G filers differently. I'd wager most ETFs that hold 5% of major public companies are 13G filers. Vanguard files a 13G for twitter. To be fair idk what the twitter…
Right, though it is an interesting question of whether those values either have to be (1) directly fiducial (2) couched in some theory of fiducial return or (3) can be entirely non-fiducial. Doesn't really mean much in…
I hear what you are saying. Hobby Lobby is an important case but to me Hobby Lobby doesn't really implicate the same policy concerns. Hobby Lobby was a closely held (read family held) private corporation. I agree that…
Right, though I don't think it is so vague as to be meaningless. The stakeholder / shareholder value debates in corporate governance play on the extremities of this distinction a lot, with the current koan being that…
Under DE law, my understanding is that you are slightly off on this. Boards do have a duty to maximize shareholder value. THAT SAID, the business judgement rule provides that judges will not second guess the board…
Technically he could - it would just be ludicrously expensive.
Tender offers can be hostile - a "hostile tender offer" is an offer directly to shareholders to buy shares at a certain price, without getting the blessing of the board.
Well (1) you can be sure Musk is paying lawyers $$$ to make sure he doesn't deeply fuck up on any securities rules given his contentious relationship with the SEC [though fairly that might be de minimus to him] (2)…
Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.
(1) yes, though would be an expensive troll and (2) no - offer was non-binding and very conditional (due diligence, financing, etc.)
Poison pills often have exemptions for passive investors such as ETFs.
I, for one, pay taxes so I don’t wind up in jail.
Limited liability entities (e.g. corporations, LLCs, etc) are one of the legal cornerstones our economy. Anyone can form one, but it takes expert (thus expensive) advice from a lawyer to make sure you are in compliance…