friesfreeze

12 ms·

1.
by friesfreeze 3y ago
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.
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by friesfreeze 4y ago
This is double plus good!
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by friesfreeze 4y ago
> 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. > If the
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by friesfreeze 4y ago
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, Introduction to
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by friesfreeze 4y ago
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/
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by friesfreeze 4y ago
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 the company to be
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by friesfreeze 4y ago
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&
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by friesfreeze 4y ago
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.
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by friesfreeze 4y ago
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 pill will do - mayb
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by friesfreeze 4y ago
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 practice because
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by friesfreeze 4y ago
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 the language is d
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by friesfreeze 4y ago
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 what is good
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by friesfreeze 4y ago
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 absent evidence of gross n
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by friesfreeze 4y ago
Technically he could - it would just be ludicrously expensive.
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by friesfreeze 4y ago
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.
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by friesfreeze 4y ago
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) there is an opportun
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by friesfreeze 4y ago
Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.
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by friesfreeze 4y ago
(1) yes, though would be an expensive troll and (2) no - offer was non-binding and very conditional (due diligence, financing, etc.)
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by friesfreeze 4y ago
Poison pills often have exemptions for passive investors such as ETFs.
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by friesfreeze 5y ago
I, for one, pay taxes so I don’t wind up in jail.
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by friesfreeze 5y ago
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 and thus really prote