The Trust Indenture Act prohibits a binding vote of bondholders to change any core term-principal amount, interest rate, or maturity date-of a bond issue. In this Article, I show how the prohibition on a collective action clause inhibits a troubled company's ability to reorganize outside of...

Study of Majority Voting in Director Elections analyzes the initial roll-out and rapid success of the movement to require that directors be elected by a majority vote, rather than a plurality. As documented in the Study, only 16% of the companies in the S&P 500 were known to have adopted some...

In a series of articles, Henry Hu and I developed and defined the concept of empty voting. TELUS Corp. has separate classes of voting and nonvoting shares. It proposes to combine them, with a zero premium for voting shares. Mason Capital has taken a (long voting shares, short nonvoting shares)...

Shareholder voting is a weak and much-criticized mechanism for controlling managerial opportunism. Among other problems, shareholders are often too uninformed to vote wisely, and majority and supermajority rule permits large shareholders to exploit small shareholders. We propose a new voting...

Traditionally, fund managers cast votes on behalf of investors whose capital they manage. Recently, this system has come under intense debate given the growing concentration of voting power among a few asset managers and disagreements over environmental and social issues. Major fund managers now...

We develop a game theoretic model in which shareholders maximize the value of their portfolio and can buy or sell shares. Liquidity generates a shareholder dilemma: Voting for the policy that seems optimal for the firm maximizes portfolio value only when pivotal; in all other instances it is...