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Who Are the Top Law Firms? Assessing the Value of Plaintiffs’ Law Firms in Merger Litigation 谁是顶级律师事务所?并购诉讼中原告律师事务所的价值评估
Pub Date : 2016-04-01 DOI: 10.2139/ssrn.2490098
C. Krishnan, Steven Davidoff Solomon, Randall S. Thomas
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.
本文以2003-2012年间1739起挑战并购交易公平性的诉讼为样本,考察了原告律师事务所的有效性。从我们样本中的336家律师事务所中,我们根据他们在知情原告中的受欢迎程度以及他们获得大笔律师费奖励的能力来确定顶级律师事务所。我们发现,顶级原告律师事务所的存在与更高的诉讼成功率显着正相关。即使考虑到未观察到的案件质量,这些结果也成立,因为顶级律师事务所可能会获得更好的案件,成功率更高。这种成功似乎源于这样一个事实,即顶级原告的律师事务所在起诉案件方面比其他原告的律师事务所积极得多:他们在诉讼案件中提交的文件更多,他们更有可能提出禁令动议,禁止交易。被告也不太可能提出动议,驳回由主要原告律师事务所提起的诉讼。我们的研究结果为股东诉讼的辩论提供了信息,并为法院在股东集体诉讼中选择首席律师提供了指导。
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引用次数: 17
Evenwel, Voting Power and Dual Districting 甚至,投票权和双重选区
Pub Date : 2015-11-13 DOI: 10.2139/ssrn.2631666
Paul H. Edelman
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.
我表明,总是有可能划分出在总人口和公民投票年龄人口(或者,实际上,任何一对预期的人口)方面接近的立法区。因此,最高法院不需要在平等代表权和平等投票权之间做出选择,就像在evenwell诉Abbott案中被要求做的那样。我举例说明,要求总人口和达到投票年龄的公民人口平等,可能会迫使少数人的选票被稀释。我的一些分析取决于最高法院选择如何评估投票权的偏差。我推导了投票权偏差与投票人口偏差之间的关系,并表明投票人口偏差10%的标准导致在广泛的模型范围内投票权偏差小于10%。
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引用次数: 1
The Extra-Territorial Regulation of Clearinghouses 结算所的域外规管
Pub Date : 2015-09-11 DOI: 10.2139/SSRN.2659336
Yesha Yadav, Dermot Turing
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.
本文认为,危机后的场外衍生品改革陷入困境。尽管监管机构对监管的总体思路是一致的,但他们在细节上存在分歧,通常是在清算所应如何管理风险等核心问题上。在考察美国和欧洲之间的分歧时,本文提出了三点。首先,清算所监管的分歧对衍生品市场很重要,因为这些市场在范围上具有独特的国际性。合同涉及不同国家的交易对手。许多交易包括跨境方面,但缺乏地理基础。当衍生品交易员面临不确定性时,他们可能会失去遵守法律的动力,或者寻求成本最低的合规选择。其次,尽管美国和欧盟都采用了共同的基本规则,但它们在细节问题上的执行方法不同。这种分歧阻碍了监管机构认识到彼此的清算所足够稳健。第三,虽然承认相互承认是最适当的前进方式,但这种做法存在重大缺陷。本文强调了结构性分歧的持续领域——比如获得紧急资金和救助的途径——这影响了欧盟和美国体制的成本。在成本存在差异的地方,交易员会寻找监管套利的途径,以降低合规成本。最后,本文探讨了改革的意义。
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引用次数: 3
Trends in Household Recycling of Cans, Paper, Plastic, and Glass; U.S. and State Data 2005-2012 罐头、纸、塑料和玻璃的家庭回收趋势2005-2012年美国和各州数据
Pub Date : 2014-02-04 DOI: 10.2139/ssrn.2390850
Jason Bell, Joel Huber, W. Viscusi
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.
本文考察了在一个具有全国代表性的大型互联网调查小组中,国家小组成员对家庭回收的参与。我们报告了在过去的12个月里,每个州指出家庭回收易拉罐、塑料、纸张或玻璃的小组成员的百分比。这些数据来自于从2005年5月到2012年12月的30多万份调查。在此期间,74%的小组成员表示回收了易拉罐,67%的塑料,67%的纸张,58%的玻璃,51%的小组成员表示在过去的12个月里回收了所有四种材料。趋势表明,随着时间的推移,回收利用在美国总体上正在增加,但各州和地区之间存在很大差异。
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引用次数: 2
A Cognac after Spanish Champagne? Geographical Indications as Certification Marks 西班牙香槟之后来杯干邑?作为证明商标的地理标志
Pub Date : 2013-07-14 DOI: 10.2139/SSRN.2293655
D. Gervais
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."
在英美等普通法司法管辖区,地理名称作为证明商标的保护是根据英国西班牙香槟和其他“饮料”案件以及美国处理“干邑”名称的类似案件来审查的。
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引用次数: 6
Assessing the Insurance Role of Tort Liability after Calabresi 卡拉布雷西事件后侵权责任的保险作用评估
Pub Date : 2013-06-27 DOI: 10.2139/ssrn.2189090
W. Viscusi, J. Hersch
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.
Calabresi的侵权责任理论(1961)作为一种风险分配机制,将保险确立为侵权责任的目标。卡拉布雷西的侵权风险扩散概念为侵权责任理论的后续发展提供了动力,包括风险效用分析和严格责任。卡拉布雷西的分析仍然是现代侵权责任的有力基础。然而,高交易成本、相关风险、灾难性损失、大规模有毒侵权、责任规则随时间的变化、非经济损害赔偿和惩罚性损害赔偿影响了侵权责任作为一种保险机制的功能。尽管侵权责任作为保险存在一定的局限性,但侵权赔偿具有补偿和威慑双重作用。侵权责任在许多情况下保留了有价值的风险分散功能,并且在促进激励方面可能优于其他制度机制。
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引用次数: 5
Economic Analysis of Products Liability: Theory 产品责任的经济分析:理论
Pub Date : 2011-05-11 DOI: 10.2139/SSRN.1838540
A. Daughety, Jennifer F. Reinganum
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.
本章提供了最近的产品责任理论分析的一个调查。我们首先描述一个理想化的模型,并提供支撑它的具体经济假设。后面的章节考察了放宽这些假设的影响,这是过去几十年来许多理论工作的重点。这些修改包括:生产者和消费者之间在产品生命周期中产生的信息差异;纳入内生决定的成本,例如由护理投资产生的成本;评估合同责任和强制责任。
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引用次数: 56
Does Product Liability Make Us Safer? 产品责任让我们更安全吗?
Pub Date : 2011-02-28 DOI: 10.2139/ssrn.1770031
W. Viscusi
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.
虽然侵权责任的基本目标是促进安全,但产品责任的表现却更为复杂。在过去的一个世纪里,安全水平稳步提高,其原因完全与侵权责任无关,比如社会财富的增加和技术进步。低水平和中等水平的责任会促进新产品的推出和安全创新,但高水平的责任会产生相反的效果。在新产品引进、专利和研发率方面也发现了类似的结果。没有经验证据表明惩罚性损害赔偿具有威慑作用。陪审团的决策受到后见之明偏见和其他认知失败的阻碍,这造成了对与创新产品相关的新风险的过度厌恶。陪审员对公司风险分析的偏见阻碍了对产品风险和潜在有益的新产品的系统分析。
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引用次数: 10
Resetting the Trigger on the Poison Pill: Selectica's Unanticipated Consequences 重置毒丸的触发器:选择的意外后果
Pub Date : 2010-06-28 DOI: 10.2139/ssrn.1631941
Paul H. Edelman, Randall S. Thomas
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.
特拉华州衡平法院最近在Selectica, Inc.诉Versata Enterprises, Inc.一案中申请了Unitrin案,以5%的触发水平维持NOL权利计划的有效性。衡平法院的裁决具有足够的扩张性,它批准将特拉华州所有公司的权利计划触发水平降低到5%。使用加权投票模型,我们表明,这种全面降低触发水平将产生重要的、意想不到的后果。特别是,我们证明了它将有利于对冲基金和私募股权公司,而牺牲战略收购方的利益,并且它将大大增加第三方代理投票顾问的权力。我们的结论是,特拉华州最高法院在制定本案裁决时应考虑这些意想不到的副作用,并应根据其早先在Unitrin和Moran案中的先例,对排除性防御策略的含义进行广泛解读。
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引用次数: 2
Search, Bargaining, and Agency in the Market for Legal Services 法律服务市场的搜索、议价和代理
Pub Date : 2010-06-28 DOI: 10.2139/SSRN.1650058
A. Daughety, Jennifer F. Reinganum
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.
我们表明,在专业服务市场的背景下,逆向选择问题可以充分加剧道德风险考虑,因此即使所有代理人都是风险中立的,允许代理人从委托人那里“购买公司”也会减少福利。特别是,我们建立了一个服务的知情卖方(律师)和该服务的不知情买方(潜在客户)之间的博弈模型,在律师的合同后投资(审判努力)涉及道德风险时,律师将案件提交审判的补偿选择。客户联系律师需要一次性的搜索成本,当律师向客户提出对其服务的补偿要求时,这将参数化地影响律师的市场支配力。客户利用需求来决定是与律师签约还是拜访另一位律师以寻求第二个选择,这就产生了第二次搜索成本。寻求第二种选择会将议价能力转移到客户身上,因为她可以诱使律师出价获得代表她的权利。我们只考虑内因决定的或有费用(即律师承担所有费用并获得审判中胜诉金额的一定比例)或内因决定的或有费用和转移;在后一种分析中,律师可以买下客户的案子。在只有或有费用的信息不对称情况下(“无转移”情况),在均衡情况下,第一个拜访的律师对价值较低的案件要求较高的或有费用,这向客户表明了案件的价值。如果转让也被允许,那么在均衡情况下,更高的或有费用(以及从律师到客户的转移)由更有价值的案件获得,只有价值最高的案件导致律师购买整个案件(100%或有费用与转移);同样,在均衡状态下,情况的价值是有信号的。在这两种情况下,客户使用一种平衡策略,包括在一小部分时间内寻求第二种选择,这导致了分离。在均衡情况下,信息不对称的存在并不影响客户的预期收益,但它确实降低了律师的预期收益,并增加了律师在合同后投资中由道德风险引起的低效率。我们还发现,无转移补偿方案下的福利可能会随着搜索成本的增加而增加,而从无转移到无限制转移方案会导致预期社会效率的降低,因为逆向选择效应加剧了而不是改善了道德风险问题。
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引用次数: 4
期刊
Vanderbilt University Law School
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