One of the least explained phenomena in American corporate law is the puzzling circularity of director and officer liability insurance and indemnification. Under the auspices of state corporate law, virtually all public corporations use internal and external insurance to protect their boards and...

Pragmatic and effective research on corporate governance often turns critically on appreciating the legal institutions surrounding corporate entities—yet such nuances are often unfamiliar or poorly specified to economists and other social scientists without legal training. This chapter...

A number of corporate law scholars have recently proposed granting shareholders an enhanced right to oversee the use of takeover defenses. While these "shareholder choice" proposals vary somewhat in their content, they generally agree that shareholder oversight is justified if and only if...

A number of corporate law scholars have recently proposed granting shareholders an enhanced right to oversee the use of takeover defenses. While these "shareholder choice" proposals vary somewhat in their content, they generally agree that shareholder oversight is justified if and only if...