The common law rule of one-vote-per-shareholder was a prevalent feature of corporate governance at the start of the nineteenth century. Colleen Dunlavy attributes the persistence of the common law rule in early nineteenth century America to the social conception of the corporation as a body...

This paper builds on the wide-ranging policy discussion on shareholder activism in Europe. It seeks to define which shareholder actions are useful in reducing managerial agency costs and which could be interpreted as frivolous or abusive. We develop a typology, comprising of a number of Abuse...

The Study on Directors’ Duties and Sustainable Corporate Governance (hereinafter ‘The Study’) was published on 30 July 2020 and is accompanied by a Commission Inception Impact Assessment and a consultation deadline of 8 October 2020. This is an add-on to the response given by a group of...

This paper studies whether knowledge protection affects shareholder value and firms' investment in knowledge assets using the staggered adoptions and rejections of the inevitable disclosure doctrine (IDD) by U.S. state courts as exogenous changes in the level of knowledge protection. We find...

Real estate developments are typically conducted through the medium of business entities intended to shield its owners of individual liability. Corporations, limited liability companies and limited partnerships have traditionally been viewed as effective mechanisms to accomplish this outcome....

In the wake of the legality crisis that has affected a number of prominent companies in the last decade, studies have reinforced the growing conviction that the board of directors, as legally constituted in leading jurisdictions, is not able to balance the power of controlling shareholders and...

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...