In this Article, we propose legal reforms to empower shareholders in public corporations. Most shareholders participate in corporate governance in three ways: they vote, they sell, and they sue. We would expand the menu for shareholders in public corporations by enabling them to contract using shareholder bylaws. We contend that private ordering will improve shareholder monitoring of managers and create laboratories of corporate governance that benefit the entire corporate governance system
article published in law reviewDiscussion of shareholder voting frequently begins against a backgrou...
Corporate law is undergoing an explosion of governance by private ordering. With increasing frequenc...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
In this Article, we propose legal reforms to empower shareholders in public corporations. Most share...
Corporate law has embraced private ordering -- tailoring a firm’s corporate governance to meet its i...
This article analyzes a private ordering solution to multiforum shareholder litigation: exclusive fo...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
It seems that almost every day there is another report of a corporate scandal at a public company. W...
In this Article, we show how our society can use corporate governance shifts to address, if not enti...
The default rules of corporate law make shareholders’ control rights a function of their voting powe...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
This article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe t...
The great corporate scandals of the recent past and the resulting push for legal reform have revived...
article published in law reviewDiscussion of shareholder voting frequently begins against a backgrou...
Corporate law is undergoing an explosion of governance by private ordering. With increasing frequenc...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
In this Article, we propose legal reforms to empower shareholders in public corporations. Most share...
Corporate law has embraced private ordering -- tailoring a firm’s corporate governance to meet its i...
This article analyzes a private ordering solution to multiforum shareholder litigation: exclusive fo...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
It seems that almost every day there is another report of a corporate scandal at a public company. W...
In this Article, we show how our society can use corporate governance shifts to address, if not enti...
The default rules of corporate law make shareholders’ control rights a function of their voting powe...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
This article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe t...
The great corporate scandals of the recent past and the resulting push for legal reform have revived...
article published in law reviewDiscussion of shareholder voting frequently begins against a backgrou...
Corporate law is undergoing an explosion of governance by private ordering. With increasing frequenc...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...