Copyright (c) 2009 All rights reserved. http://works.bepress.com/shaunmartin Recent documents in Shaun Martin en-us Sun, 31 May 2009 12:01:48 PDT 3600 http://works.bepress.com/shaunmartin/3 http://works.bepress.com/shaunmartin/3 Sat, 02 Jun 2007 03:18:00 PDT Rule 25 of the Federal Rules of Civil Procedure is a relatively obscure, but critical, procedural provision. When parties merge, die, become incompetent, are replaced in office, or assign their interests, Rule 25 allows the litigation to persist, and does so (at least in theory) without substantial substantive alteration in the litigation. This seemingly straightforward provision has been increasingly utilized by parties and federal courts, particularly as underlying economic transactions potentially relevant to litigation have become both more sophisticated and more commonplace. Although Rule 25 has been universally viewed as containing self-evident and entirely unproblematic principles, both in theory and as applied, this Article contends that, as presently articulated, Rule 25 not only authorizes widespread circumvention of the complete diversity rule, but does so in a manner that is increasingly misused in the evolving American economic and legal market. The Article argues that Rule 25 creates numerous additional substantive and jurisdictional problems as well, particularly given the contemporary breadth of statutory supplemental jurisdiction. The Article identifies these problems and supports a modification of Rule 25 jurisprudence in an attempt to ameliorate them. Shaun Martin General Law http://works.bepress.com/shaunmartin/2 http://works.bepress.com/shaunmartin/2 Sat, 02 Jun 2007 03:09:35 PDT The fundamental assumptions in the law and economics literature about shareholder voting and the one-share/one-vote rule are flawed. The classic view is that share ownership is necessary and sufficient to create voting rights and that such rights should be directly proportional to share ownership. We demonstrate that this assumption is unfounded, both for shares that are "economically encumbered" (held by shareholders who are not pure residual claimants; e.g., a shareholder who owns one share and is also short one or more shares) as well as shares that are "legally encumbered" (held or associated with more than one shareholder; e.g., shares that are loaned to a short, who sells that share to another buyer). The one-share/one-vote rule is not only economically suboptimal, but results in substantial deleterious consequences. Quorum and regulatory requirements are distorted; mergers and acquisitions are too easily approved; securities class actions are undervalued and simultaneously under- and over-compensate; bankruptcy distributions are over- and under-inclusive; and fixed-ratio stock offers are preferred over economically superior alternatives. These results all derive from an unfounded reliance upon the one-share/one-vote principle and the belief that even economically or legally encumbered shares are entitled to vote. Shaun Martin General Law