Megasubsidiaries and Asset Sales under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales

Corporate law statutes determine the nature of the relationship between shareholders, the principal owners of the corporation, and the board of directors, those w ho run and operate the corporation. Under the Delaware General Corporation Law ( DGCL ), many of the powers are delegated to the board of directors. More specifically, under section 141, the business and affairs of every corporation . . . [are] managed by or under the direction of a board of directors . . . . The Delaware courts have interpreted this provision by deferring to decisions by directors and their designated management under the business judgment rule, which presumes that in making a business decision, the directors acted on an informed basis with a good faith, an honest belief that the action taken was in the best interests of the company. As many have noted, [t] he effect of this presumption when applied by a court is that the court will not substitute its judgment for that of the board, unless it is shown by a preponderance of the evidence that the directors\u27 decision involved a breach of fiduciary duty

Mergers in Two-Sided Markets: An Application to the Canadian Newspaper Industry

In this paper we study mergers in two-sided industries. While mergers have been studied extensively in traditional industries, and there is a large and rapidly evolving literature on two-sided markets, there has been little work empirically examining mergers in these markets. We present a model that shows that mergers in two-sided markets may not necessarily lead to higher prices for either side of the market. We test our conclusions by examining a spate of mergers in the Canadian newspaper industry in the late 1990s. Specifically, we analyze prices for both circulation and advertising to try to understand the impact that these mergers had on consumer welfare. We find that greater concentration did not lead to higher prices for either newspaper subscribers or advertisers.Mergers; Two-Sided Markets; Newspapers

The Ship of State and the Abandoned Yacht

The corporation is a fluid entity dominated by the logic of investment, a logic disjoined from the human stories that exist within corporations and which are rendered marginal to the subject of corporate law by the dominant persona of the corporate entity. It is not clear that this feature of the corporation, which naturally arises from the logic of financial markets, displaces law so much as, with growth of capital deployed in the corporation, it makes less accessible to political understanding more sectors of human experience in which law might seek a role. The corporation is a site of fleeting interconnections based on exchange, all embedded in a whirlwind of words, and defying reification. Hence, the Ship of State sails on with the cargo it can hold, but the Yacht, where human desire fed by financial exchange is gathered, sails to an unknown destination