Articles

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Omnicare: Coercion and the New Unocal Standard, Journal of Corporation Law (2013)

When Omnicare, Inc. v. NCS Healthcare, Inc. was decided ten years ago, it was widely...

 

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Arbitration and the Future of Delaware’s Corporate Law Franchise, Boston College Law School Faculty Papers (2013)

In an effort to maintain Delaware’s competitive position in the market for adjudications, Delaware recently...

 

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Putting Your Money Where Your Mouth Is: The Performance of Earnouts in Corporate Acquisitions, University of Cincinnati Law Review (2013)

This Article seeks to answer the question whether earnouts really serve to respond to adverse...

 

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Shareholder Lawsuits, Status Quo Bias, and Adoption of the Exclusive Forum Provision, UC Davis Law Review (2011)

Observers note a trend of shareholder lawsuits migrating out of Delaware. This trend is a...

 

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Asset Specificity and Transaction Structures: A Case Study of @Home Corporation, Harvard Negotiation Law Review (2010)

This is a case study of asset specific investments, a class of transactions that is...

 

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Farmers, Middlemen, and the New Rule of Law Movement (with Anh T.T. Vu), Boston College Third World Law Journal (2010)

This paper investigates the economic relationships between farmers and middlemen in Vietnam’s Mekong Delta and...

 

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Optionality in Merger Agreements, Delaware Journal of Corporate Law (2010)
 

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The Failure of Private Ordering and the Financial Crisis of 2008, New York University Journal of Law and Business (2009)

This Article analyzes the Financial Crisis of 2008 in the context of failures by market...

 

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Bulletproof: Mandatory Rules for Deal Protection, Journal of Corporation Law (2007)
 
Vietnam's Last Call for Bribes, Far Eastern Economic Review (2006)
 
Vietnam's Continuing Legal Reform: Gaining Control over the Courts, Asian-Pacific Law and Policy Journal (2003)
 

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Note, Legal Reform and Its Context in Vietnam, Columbia Journal of Asian Law (2002)
 

Contributions to Books

Bulletproof: Mandatory Rules for Deal Protections, Law and Economics of Mergers and Acquisitions (2013)

This Article provides an economic analysis of mechanisms that protect negotiated acquisitions of companies and...

 
Foreword, Regulation of Securities Offerings and Investment Banking: Cases and Materials for Study in US Securities Act of 1933 (2012)

Foreword to the book Regulation of Securities Offerings and Investment Banking: Cases and Materials for...

 

Works in Progress

Presentations

The Coming Tide, Pace Law School (2013)

There is no question that the legal industry is in flux and along with it...

 
The Role of M&A in a Corporate Governance System, Vietnam Executive Leadership Program, Harvard University, Ash Center (2013)
 
Participant, "The 2013 Private Equity M&A Roundtable", The GW Law Center for Law, Economics & Finance and The Weinberg Center for Corporate Governance (2013)
 
Omnicare: Of Fruit Flies and Deal Protections, Omnicare: 10 Years On, University of Iowa College of Law (2013)
 
Globalization and its Impact on Transactional Law, AALS Transactional Law and Skills Section (2013)

Moderated panel of transactional and corporate law academics discussing the impact of globalization on teaching...

 
What Practitioners Can Learn from Academics, Developments in Delaware Takeover Law, Practising Law Institute (2012)

Invited to participate by Vice Chancellor Travis Laster on panel with Prof. John Coates and...

 
Blogging the Law & Developments in the Takeover Law, Delaware Bar Association (2012)
 
Putting Your Money Where Your Mouth Is: The Performance of Earnouts in Merger Agreements, Legal Scholars Conference, Arizona State University Law School (2012)
 
Shareholder Lawsuits, Status Quo Bias, and Adoption of the Exclusive Forum Provision, Corporate Governance Seminar, Harvard Law School (2012)

This paper makes an argument in favor of adoption of an optional provision in the...

 
Putting Your Money Where Your Mouth Is: The Performance of Earnouts in Merger Agreements, Virtual Transactional Law Workshop, BYU/UC Davis collaboration (2012)

Online video workshop with faculty participants from 12 institutions nationwide.

 
Re-evaluating the Emerging Standard of Review for Matching Rights in Control Transactions, Irreconcilable Differences: Director, Manager, Shareholder Conflicts in Control Transactions (2011)

This Article argues that courts should re-evaluate the emerging legal standard governing the use of...

 
Putting Your Money Where Your Mouth Is: The Performance of Earnouts in Merger Agreements, Center for Law, Economics, and Finance Junior Scholars Workshop (2011)

This Article extends the existing literature on contingent earnout provisions in merger agreements by examining...

 

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Moderator, Putting Wilkes Into Context (with Lyman Johnson, Mark Loewenstein, and Robert B. Thompson), Fiduciary Duties in Closely Held Firms 35 Years After Wilkes v. Springside Nursing Home, Law and Business Center for Advancing Entrepreneurship (2010)

On October 15, 2010, Western New England College's Law and Business Center for Advancing Entrepreneurship...

 
Putting You Money Where Your Mouth Is: Post-Closing Pricing Adjustments in Merger Agreements, New England Junior Scholars Workshop, Suffolk Law School (2010)
 
Optionality in Merger Agreements, Junior Faculty Exchange, Washington & Lee Law School (2010)
 

Other

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Corporations - An Open Source Casebook (2013)

This playlist is intended to be used as a “virtual” casebook for an introductory corporations...