At the Pinnacle of Corporate Law Scholarship

Steven Davidoff Solomon

An article by Professors Steven Davidoff Solomon and Adam Badawi and Berkeley Center for Law and Business Senior Fellow Matthew Cain has been recognized as one of the top 10 corporate and securities articles of 2023 by Corporate Practice Commentator. It’s the eighth time on the annual list for Solomon and the second for Badawi. 

Their article, “Does Voluntary Financial Disclosure Matter? The Case of Fairness Opinions in Mergers and Acquisitions,” was published in the Journal of Law and Economics. In the article, Solomon, Badawi, and Cain use changes in Delaware’s disclosure requirements for fairness opinions in tender offers to assess the impact of voluntary versus mandatory disclosure, analyzing more than 900 offers from 1995 to 2019. 

They find that the shift from voluntary to mandatory disclosures for tender offers rose steadily as Delaware courts pushed harder for details to be revealed — and that pro-shareholder changes to these offers were associated with disclosed only under the voluntary standard. Their results show the difficulty of predicting the effects of changes in the disclosure rules. 

The annual list, selected by teachers in corporate and securities law, drew from a pool of more than 400 articles.