Federalism and Takeover Law: The Race to Protect Managers from Takeovers

This paper analyzes certain important shortcomings of state competition in corporate law. In particular, we show, with respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of state takeover law, we argue, is consistent with our theory. States have adopted antitakeover statutes that have little policy basis, and, more importantly, they have provided managers with a wider and more open-ended latitude to engage in defensive tactics than endorsed even by the commentators most favorable to such tactics. Furthermore, states have elected, even though they could have done otherwise, to impose antitakeover protections on shareholders, who did not appear to favor them, in a way that left shareholders with little choice or say. Finally, we conclude by pointing out that proponents of state competition cannot reconcile their views with the evolution of state takeover law---and should therefore reconsider their unqualified support of state competition.

What Statutes Mean: Interpretive Lessons from Positive Theories of Communication and Legislation

How should judges interpret statutes? For some scholars and judges, interpreting statutes requires little more than a close examination of statutory language, with perhaps a dictionary and a few interpretive canons nearby. For others, statutory interpretation must be based upon an assessment of a statute\u27s underlying purpose, an evaluation of society\u27s current norms and values, or a normative objective, such as the law\u27s integrity. With such differences squarely framed in the literature, it is reasonable to ask whether anything of value can be added. We contend that there is