Vanderbilt University Law School最新文献

{"title":"Who Are the Top Law Firms? Assessing the Value of Plaintiffs’ Law Firms in Merger Litigation","authors":"C. Krishnan, Steven Davidoff Solomon, Randall S. Thomas","doi":"10.2139/ssrn.2490098","DOIUrl":"https://doi.org/10.2139/ssrn.2490098","url":null,"abstract":"Using a hand-collected sample of 1,739 lawsuits that challenge the fairness of M&A transactions from the period 2003–2012, we examine the effectiveness of plaintiffs' law firms. From out of the 336 law firms in our sample, we determine the top law firms based on their popularity with informed plaintiffs as well as their proven ability to obtain large attorneys' fees awards. We find that the presence of a top plaintiffs' law firm is significantly and positively associated with a higher probability of lawsuit success. These results hold even after instrumenting for unobserved case quality, given that top law firms likely can obtain better cases with higher chances of success. This success appears to stem from the fact that top plaintiffs' law firms are significantly more active in prosecuting cases than other plaintiffs' law firms: they file more documents in the cases they litigate and they are more likely to bring injunction motions to enjoin a transaction. Defendants are also less likely to file a motion to dismiss cases filed by top plaintiffs' law firms. Our results inform the debate over shareholder litigation as well as provide courts guidance for selecting lead counsel in shareholder class action litigation.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130742194","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Evenwel, Voting Power and Dual Districting","authors":"Paul H. Edelman","doi":"10.2139/ssrn.2631666","DOIUrl":"https://doi.org/10.2139/ssrn.2631666","url":null,"abstract":"I show that it is always possible to draw legislative districts that would be close in both total population and citizen voting-age population (or, indeed, any pair of populations that is desired). Thus, the Supreme Court need not choose between equalizing representation and equalizing voting power as it was asked to do in Evenwel v. Abbott. By example, I show that requiring equality of both total population and citizen voting-age population may, however, force the dilution of minority votes. Some of my analysis depends on how the Court chooses to assess the deviation in voting power. I derive the relationship between the deviation of voting power and the deviation of voting populations and show that the standard of 10 percent deviation in voting populations leads to a deviation of less than 10 percent in voting power over a broad range of models.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-11-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121915941","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"The Extra-Territorial Regulation of Clearinghouses","authors":"Yesha Yadav, Dermot Turing","doi":"10.2139/SSRN.2659336","DOIUrl":"https://doi.org/10.2139/SSRN.2659336","url":null,"abstract":"This Article argues that post-Crisis reform of over-the-counter derivatives is in trouble. While regulators agree on the broad strokes of regulation, they diverge on detail, often on core issues like how clearinghouses should manage risk. In examining divergences between United States and Europe, this Article makes three points. First, divergences in clearinghouse regulation matter in derivatives markets because these markets are uniquely international in scope. Contracts involve counterparties in different countries. Many transactions comprise cross-border aspects lacking a geographical anchor. Where derivatives traders face uncertainty, they can be dis-incentivized from observing laws or motivated to seek out lowest-cost compliance options. Secondly, although both the United States and European Union have adopted common ground-rules, their approaches to implementation differ in matters of detail. Such divergences prevent regulators from recognizing each other’s clearinghouses as sufficiently robust. Thirdly, while acknowledging that mutual recognition is the most appropriate way forward, substantial shortcomings exist with this approach. This Article highlights continuing areas of structural divergence – like access to emergency funding and bailouts – that impact the costs of E.U. and U.S. regimes. Where costs diverge, traders seek out avenues for regulatory arbitrage to lower their costs of compliance. In concluding, this Article explores implications for reform.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-09-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126456809","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Trends in Household Recycling of Cans, Paper, Plastic, and Glass; U.S. and State Data 2005-2012","authors":"Jason Bell, Joel Huber, W. Viscusi","doi":"10.2139/ssrn.2390850","DOIUrl":"https://doi.org/10.2139/ssrn.2390850","url":null,"abstract":"This paper examines household recycling participation by state among panelists in a large nationally representative internet survey panel.We report the percent of panelists in each state who indicate household recycling of cans, plastic, paper, or glass in the previous twelve months. These data come from over 300,000 surveys, administered starting in May 2005 through December 2012.Over that period, 74% of panelists reported recycling cans, 67% plastic, 67% paper, 58% glass, and 51% reported having recycled all four materials during the previous twelve months.Trends show that recycling is increasing over time in the United States overall, but there are large differences among states and regions.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"1149 ","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-02-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"113995192","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"A Cognac after Spanish Champagne? Geographical Indications as Certification Marks","authors":"D. Gervais","doi":"10.2139/SSRN.2293655","DOIUrl":"https://doi.org/10.2139/SSRN.2293655","url":null,"abstract":"The Protection of Geographical Names as Certification Marks in common law jurisdictions such as the United Kingdom and the United States is examined in light of the UK Spansih Champagne and other \"Drinks\" cases and similar cases in the United States dealing with the name \"Cognac.\"","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-07-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116063908","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Assessing the Insurance Role of Tort Liability after Calabresi","authors":"W. Viscusi, J. Hersch","doi":"10.2139/ssrn.2189090","DOIUrl":"https://doi.org/10.2139/ssrn.2189090","url":null,"abstract":"Calabresi’s theory of tort liability (1961) as a risk distribution mechanism established insurance as an objective of tort liability. Calabresi’s risk-spreading concept of tort has provided the impetus for much of the subsequent development of tort liability doctrine, including risk-utility analysis and strict liability. Calabresi’s analysis remains a powerful basis for modern tort liability. However, high transactions costs, correlated risks, catastrophic losses, mass toxic torts, shifts in liability rules over time, noneconomic damages, and punitive damages affect the functioning of tort liability as an insurance mechanism. Despite some limitations of tort liability as insurance, tort compensation serves both a compensatory and deterrence role. Tort liability retains a valuable risk-spreading function in many situations and may be superior to alternative institutional mechanisms in fostering incentives.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-06-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128296048","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Economic Analysis of Products Liability: Theory","authors":"A. Daughety, Jennifer F. Reinganum","doi":"10.2139/SSRN.1838540","DOIUrl":"https://doi.org/10.2139/SSRN.1838540","url":null,"abstract":"This chapter provides a survey of much of the recent theoretical analysis of products liability. We start by describing an idealized model and providing the specific economic assumptions which underpin it. Later sections examine the effects of relaxing these assumptions, which has been the focus of much of the theoretical work over the last few decades. These modifications include: informational differences between producers and consumers that arise over the life of a product; incorporation of endogenously-determined costs, such as those that arise from investment in care; and evaluating contractual versus mandatory liability.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"32 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-05-11","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121926253","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Does Product Liability Make Us Safer?","authors":"W. Viscusi","doi":"10.2139/ssrn.1770031","DOIUrl":"https://doi.org/10.2139/ssrn.1770031","url":null,"abstract":"Although a fundamental objective of tort liability is to promote safety, the performance of product liability has been more mixed. Safety levels have increased steadily over the past century for reasons wholly apart from tort liability, such as increases in societal wealth and technological progress. Low and moderate levels of liability enhance new product introductions and safety innovations, but high levels of liability have the opposite effect. Similar results are found for new product introductions, patents, and rates of R&D. There is no empirical evidence of a deterrent effect of punitive damages. Jury decision making is hindered by hindsight bias and other cognitive failures, which creates excessive aversion to novel risks associated with innovative products. Jurors’ biases against corporate risk analyses discourages systematic analysis of product risks and potentially beneficial new products.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"9 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-02-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128370498","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Resetting the Trigger on the Poison Pill: Selectica's Unanticipated Consequences","authors":"Paul H. Edelman, Randall S. Thomas","doi":"10.2139/ssrn.1631941","DOIUrl":"https://doi.org/10.2139/ssrn.1631941","url":null,"abstract":"The Delaware Chancery Court recently applied the Unitrin case to uphold the validity of an NOL Rights Plan with a 5 percent trigger level in Selectica, Inc. v. Versata Enterprises, Inc. The Chancery Court’s ruling is sufficiently expansive that it sanctions the reduction of Rights Plans’ trigger levels to 5 percent at all Delaware corporations. Using a weighted voting model, we show that such an across the board reduction of trigger levels would have important, unanticipated consequences. In particular, we demonstrate that it would favor hedge funds and private equity firms at the expense of strategic acquirers, and that it would greatly increase the power of third party proxy voting advisors. We conclude that the Delaware Supreme Court should consider these unintended side effects in crafting its decision in this case, and that it should adopt an expansive reading of the meaning of preclusive defensive tactics based on its earlier precedent in Unitrin and Moran.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"114509634","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Search, Bargaining, and Agency in the Market for Legal Services","authors":"A. Daughety, Jennifer F. Reinganum","doi":"10.2139/SSRN.1650058","DOIUrl":"https://doi.org/10.2139/SSRN.1650058","url":null,"abstract":"We show that, in the context of the market for a professional service, adverse selection problems can sufficiently exacerbate moral hazard considerations so that even though all agents are risk neutral, welfare can be reduced by allowing the agent to “buy the firm” from the principal. In particular, we model the game between an informed seller of a service (a lawyer) and an uninformed buyer of that service (a potential client) over the choice of compensation for the lawyer to take a case to trial, when there is post-contracting investment by the lawyer (effort at trial) that involves moral hazard. Clients incur a one-time search cost to contact a lawyer, which parametrically influences the market power of the lawyer when he makes a demand of the client for compensation for his service. The client uses the demand to decide whether to contract with the lawyer or to visit a second lawyer so as to seek a second option, which incurs a second search cost. Seeking a second option shifts the bargaining power to the client because she can induce the lawyers to bid for the right to represent her. We allow for endogenously-determined contingent fees alone (that is, the lawyer covers all costs and obtains a percentage of any amount won at trial) or endogenously-determined contingent fees and transfers; in this latter analysis, lawyers could buy the client’s case. Under asymmetric information with only a contingent fee (the “no-transfer” case), in equilibrium the first lawyer visited demands a higher contingent fee for lower-valued cases, signaling the case’s value to the client. If a transfer is also allowed, then in equilibrium the higher contingent fee (and transfer from the lawyer to the client) is obtained by the more valuable case, with only the highest-value case resulting in the lawyer buying the entire case (100% contingent fee with a transfer); again, in equilibrium, the value of the case is signaled. In both settings the client uses an equilibrium strategy that involves seeking a second option a fraction of the time, which induces separation. In equilibrium the presence of asymmetric information does not affect the client’s expected payoff, but it does reduce the lawyer’s expected payoff and it does increase moral-hazard-induced inefficiency on the part of the lawyer in the post-contracting investment. We also show that welfare under the no-transfer compensation scheme may increase with an increase in search costs, and shifting from a no-transfer to an unrestricted-transfer scheme can result in a reduction in expected social efficiency, as the adverse selection effect exacerbates, rather than ameliorates, the moral hazard problem.","PeriodicalId":340204,"journal":{"name":"Vanderbilt University Law School","volume":"53 10","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"113943451","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}