Viewing profile — friesfreeze

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.

This is double plus good!

> 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 …

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 argumen…

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://the…

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 allowin…

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 th…

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.

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 twitt…

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…

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 he…

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 l…

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 judge…

Technically he could - it would just be ludicrously expensive.

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.

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 th…

Likely wouldn't even get around modern poison pills since they often contain "wolf pack provisions" covering multiple persons acting in unison.

(1) yes, though would be an expensive troll and (2) no - offer was non-binding and very conditional (due diligence, financing, etc.)

Poison pills often have exemptions for passive investors such as ETFs.

I, for one, pay taxes so I don’t wind up in jail.

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 law…