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The Regulatory Framework of the Market of Corporate Control Legal and Economic Analysis of the Saudi Case
Get PDFFor many nations across the globe, especially the US and the UK, market for corporate control is a paradigm of policy agenda. This is a significant concept in of economics, finance, and law. Nevertheless, it remains a course of contention even though its merits and demerits have been extensively explored by numerous scholars. Among the various functions of market for corporate control, two stands out. First it is an external governance mechanism that provides a legal platform to discipline insiders. Secondly it has economic significance in ensuring optimal use of resources through assigning and promoting their use. Overlapping of interests, which is a dilemma for many legal policymakers, cuts across a wide array of spectra from creditors and suppliers to controlling and non-controlling shareholders. Consequently, balancing between these interests and creating relevant and strong authorities to enable the implementation of a takeover regime has proved an uphill task. Despite several background similarities in corporate culture between the UK and the US, including philosophical values and ownership structures, the regulation of corporate controls varies significantly in these countries. In the UK, the model is codified and systematic and the courts are impartial. Equality is a priority and the board of directors cannot adopt defense measures in the UK. In contrast, the American model is based on Delaware laws and heavily relies on the courts. Equality is not a priority and shareholders are subject to the market rule and fiduciary duties.
Many emerging economies have adopted the British takeover mode. A classic example is Saudi Arabia where merger and acquisition regulations are heavily borrowed from the UK model. The Kingdom of Saudi Arabia’s Takeover and Mergers Code bears striking resemblance to the UK model. This paper addresses the concerns as to what extent the transplanting of regulations among nations is efficient and various variations of ownership structures. In the KSA, ownership structure is dominantly governmental and family ownership. In the UK it is extensively diffused ownership. Another concern is based on the competency and reliability of financial institutions and legal structures. The requirement of equality among shareholders is paramount especially in the context of a control shift. The increased costs can be unfavorable to upcoming bidders while incontestability can bring rigidity in control. Inevitably, resource allocation mechanisms will be impaired as controllers and managers are shielded from challenge. Therefore, the KSA corporate control model should be supplemented by the Contractual Model. It is hoped the KSA model will enhance corporate control contestability and eliminate the rigidity under the current Model. In addition, the model caters for the interests of noncontrolling investors against risky deals. However, the implementation of the proposed Model relies on efficient financial and legal institutions, hence the need for reforms. This is the first time the Saudi corporate control market has been examined based on legal and cultural institutions, norms, and the Islamic laws. To ensure that listed firms’ control assets are highly tradable, the adoption of the Takeover market regime by the Saudi policymakers should be non-negotiable. This will enable a seamless transformation of the Saudi economy to a capitalist market with an emphasis on privatization programs in line with the country’s vision 2030
Balancing AI Bias
No full textProfessor Mattioli\u27s contribution to this work is chapter 4: Balancing AI Bias.https://www.repository.law.indiana.edu/facbooks/1234/thumbnail.jp
IVF Errors - Is This Only the Tip of the Iceberg?
Get PDFART errors are fortunately a rare occurrence. but humans are fallible and mistakes are inevitable. As social media sensationalizes these events, we, as infertility specialists, must be vigilant in reviewing existing risk management systems and consider other options to minimize/eliminate these events. ART programs should work to emphasize honesty and transparency to improve quality of care
The Specific Consumer Expectations Test for Product Defects
Get PDFIn this Article, we propose that courts adopt an amended version of the consumer expectations test that we call the “specific consumer expectations test.” The specific consumer expectations test would apply to any product or product component for which consumers have clear, articulable ex ante expectations about the function of the product. Under the specific consumer expectations test, a defendant is liable if consumers expected such a product to reduce a particular risk, and the product in fact increased that risk. Similarly, if a product was intended to convey a particular benefit, but in fact harmed consumers along the same dimension, the test is violated. For example, if defective airbags increased the risk of injury after a motor-vehicle crash rather than decreased the risk, that product would be deemed defective under the specific consumer expectations test. By shifting the law’s focus from measuring the magnitude of consumer expectations to a simpler identification of the direction that consumers expected risks to change, the specific expectations test increases the administrability of products liability law and captures most of the incentives that the traditional consumer expectations test could theoretically provide. In particular, firms are incentivized to produce products that never increase risks unexpectedly, and consumers are empowered to purchase products which reflect their willingness to pay for risks. In cases where consumers lack specific expectations, we argue that courts should apply the risk-utility test to minimize unanticipated accident costs to consumers and firms.
We bolster our analysis with a novel experiment that demonstrates that the specific expectations test is consistent with the preferences of actual consumers. Our incentive-compatible experiment asked subjects to make consumption decisions over various risky products and determine punishments for the firms that manufacture defective products. The results reveal that individuals demand substantially greater punishments for firms that manufacture products that violate specific expectations. But, before the defect has manifested, consumers are willing to tolerate prospective defect risks in general as well as defects that would cause a product to perform the opposite of its intended function. It is after the defect has occurred that consumers display greater outrage with respect to product defects that impose harms that are the opposite of the intended function of the product or product component. Taken together, these results indicate that the specific expectations test would deter manufacturers from making defective products in the exact circumstances where consumers suffer the greatest harms from product defects, and the test would permit consumers to choose when to consume dangerous products without producers risking ex post liability
Beyond Policing
Get PDFWe all deserve to live in communities where we feel safe
And true community safety means feeling safe from violence by the state, which includes the police. Social inequity has systematically and institutionally permeated our country since its founding, becoming more visible at various times in our history. We are now living in one of those moments of tremendous clarity, and it calls on us to look deeply at the efficacy of the reforms and narratives which preceded it . The deadly consequences of political decisions that create health disparities are now a wound that cannot be unseen as the COVID-19 pandemic disproportionately ravages Black, Brown, and Indigenous communities. At the same moment, Americans of all back-grounds are bearing witness to the pervasive nature of racism in this country as we watch a seemingly endless stream of viral videos of police officers and white supremacist vigilantes murdering Black people.
This storm of violence, awareness, and anger about racial injustice has energized a new social justice movement to address police violence. Protesters around the world have taken to the streets chanting “Defund the Police” and “Black Lives Matter” to eradicate the ongoing threat of police violence. In light of the growing acknowledgment that policing has been an institution that compromises the safety of marginalized communities, the political will to re-imagine the very essence of community safety is growing.
Society must move beyond police and punishment when thinking about community safety, so that we can enjoy solutions and interventions that promote dignity, humanity, anti-racism, and freedom from fear.
Beyond Policing reveals that calls to enact moderate policing reforms are not backed up by a track record of success. Instead, the analysis shows why calls to defund the police open doors to new solutions, which show promise and move beyond the police and punishment . It is intended as a tool for advocates and policymakers to talk about the importance of defunding the police and investing in communities. Beyond Policing includes: 13 city analysis of police departments that have adopted moderate reforms to improve policing but have nevertheless continued to engage in police violence. Our analysis provides support for the #DefundthePolice movement’s acknowledgment that it is past time to look beyond the old reforms and old ways of communicating about police reform. A detailed look at numerous community groups and programs that enhance community safety without relying on police involvement. These programs adopt restorative justice, community empowerment, peer mediation, and economic support to address and prevent harm. They provide concrete solutions that address the question, “If not police, then what?” Tips for talking about #DefundthePolice, including guidance for supporting a narrative that recognizes that the demand is realistic and needed in this moment.https://www.repository.law.indiana.edu/facbooks/1275/thumbnail.jp
Driven to Bankruptcy
Get PDFOver the last ten years, 15.1 million people owning 16.4 million cars filed for bankruptcy. These cars provided access to work, education, medical care, childcare, food, and other life necessities. They were also major household investments, the most expensive asset most bankruptcy filers owned other than a house. Using original data from the Consumer Bankruptcy Project, we document what happens to car owners and their car loans when they enter bankruptcy. In brief, we find that people who file bankruptcy own automobiles at the same rate as the general population and that they overwhelmingly indicate they want to use bankruptcy as a tool to keep their automobiles. We further identify a subset of debtors, constituting about a third of bankruptcy filers, who come to bankruptcy owning automobiles and little else. These cases are the most likely to be filed by people driven to bankruptcy. We detail what our results show about how people use consumer bankruptcy and where the system appears to falter. We conclude with recommendations on how to remedy these systemic issues as well as what the future of the automobile marketplace, particularly subprime auto loans, means for people\u27s continued use of bankruptcy
Misleading Silence as the Basis for Insider Trading Liability Under the US Federal Securities Laws
No full textProfessor Nagy\u27s contribution to this volume is chapter 15 Misleading Silence as the Basis for Insider Trading Liability Under the US Federal Securities Lawshttps://www.repository.law.indiana.edu/facbooks/1261/thumbnail.jp
First Amendment “Harms”
Get PDFWhat role should harm to third parties play in the government’s ability to protect religious rights? The intuitively appealing “harm” principle has animated new theories advanced by scholars who argue that religious exemptions are indefensible whenever they result in cognizable harm to third parties. This third-party harm theory is gaining traction in some circles, particularly in light of the Supreme Court’s pending cases in Little Sisters of the Poor and Fulton v. City of Philadelphia. While focusing on harm appears at first to provide an appealing, simple, and neutral principle for avoiding other difficult moral questions, the definition of harm itself operates on top of a deep moral theory about what counts as harm and why. Consequently, multiple scholars advancing iterations of these theories use “harm” as a term of art to mean very different things. This in turn results in scholars talking past each other and trading on a superficially simple idea that turns out to be incredibly complex. For this reason, the harm principle has proven unworkable in other contexts, including criminal and environmental law. This Article highlights the flaws of this approach in the religious context by measuring the theory against its own ends, including the theory’s failure to account for harms this approach would cause for religious minorities and other vulnerable groups.
Refuting the unhelpful fixation on the mere presence of generic harm, this Article makes two important contributions, one descriptive and one normative. First, this Article carefully describes the nuanced ways that courts classify and weigh different types of harm, and it identifies three categories: (1) prohibited harms (meaning harms that are categorically impermissible); (2) probative harms (meaning relevant harms that can be balanced against other harms); and (3) inadmissible harms (meaning harms that are given no weight regardless of how severely or disproportionately they are experienced by third parties). This Article demonstrates how these categories of harm are not limited to religious exemptions but are in fact common to all First Amendment rights. Further, this descriptive framework highlights the competing harms that always arise when First Amendment rights are protected. Second, this Article argues that moving beyond a false dichotomy of harm versus no harm allows one to ask much more fruitful normative questions, including whether there is a justifiable tradeoff between the specific harm and the social goods it provides, whether institutions can be modified to mitigate avoidable harm, and whether disproportionate harms can be distributed in more just ways. This Article offers examples of how these necessary normative questions are already woven into the legal framework that governs many sorts of religious exemptions