Topic
Corporate Law
Posts
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ArticleVol. 100 · Iss. 4
Side Letter Governance
Abstract A standard feature of the private equity industry, “side letters” are confidential agreements between the sponsor and individual investors that give the latter…
Elisabeth De Fontenay & Yaron Nili -
ArticleVol. 100 · Iss. 3
SPACTIVISM
Abstract In this Essay, we propose a modified version of the SPAC, called the Activist SPAC, that is uniquely designed to allow the public…
Sharon Hannes, Adi Libson & Gideon Parchomovsky -
ArticleVol. 100 · Iss. 2
Citizen Corp.–Corporate Activism and Democracy
Abstract Corporations are increasingly taking stands on a wide range of social issues: gun control, gender and race, immigration, abortion. Scholars have praised this…
Saura Masconale & Simone M. Sepe -
ArticleVol. 100 · Iss. 2
Stewardship Theater
Abstract Large asset managers like BlackRock and Vanguard have amassed staggering equity holdings. The voting rights that accompany these holdings give them enormous power…
Jeff Schwartz -
ArticleVol. 99 · Iss. 3
Stealth Governance: Shareholder Agreements and Private Ordering
ABSTRACT Corporate law has embraced private ordering—tailoring a firm’s corporate governance to meet its individual needs. Firms are increasingly adopting firm-specific governance through dual-class…
Jill E. Fisch -
ArticleVol. 99 · Iss. 1
Corporate Purpose and Corporate Competition
ABSTRACT The large American corporation faces ever-rising pressure to pursue a purpose beyond shareholder profit. This rising pressure interacts with sharp changes in industrial…
Mark J. Roe -
CommentaryVol. 87 · Iss. 4
The Case for Employee Referenda on Transformative Transactions As Shareholder Proposals
This proposal would amend the bylaws to provide for a non-binding employee vote on any merger, acquisition, or other corporate combination on which the…
Matthew T. Bodie -
ArticleVol. 88 · Iss. 6
Looking Through the Wrong End of the Telescope: The Japanese Judicial Response to Steel Partners, Murakami, and Horie
The Article discusses the “Bulldog Sauce” case of the Japanese Supreme Court which addresses corporate laws. It outlines the judicial efforts of the Japanese…
Stephen Givens -
ArticleVol. 87 · Iss. 1
Trust & Transparency: Promoting Efficient Corporate Disclosure Through Fiduciary-Based Discourse
Could embracing the philosophy of “encapsulated trust” as the basis for a fiduciary duty of disclosure improve the integrity and effectiveness of corporate communications?…
Michael R. Siebecker -
ArticleVol. 94 · Iss. 2
Activist Hedge Funds and the Corporation
The long-term effects of hedge fund activism are controversial. Some empirical studies document that activism is associated with increased long-term firm value, suggesting that…
Martijn Cremers, Saura Masconale & Simone M. Sepe -
ArticleVol. 95 · Iss. 4
Algorithmic Entities
In a 2014 article, Professor Shawn Bayern demonstrated that anyone can confer legal personhood on an autonomous computer algorithm by putting it in control…
Lynn M. LoPucki -
ArticleVol. 95 · Iss. 4
The Corporate Governance of National Security
At hundreds of companies, the government installs former spies and military officers to run the business without shareholder oversight, putting security before profits in…
Andrew Verstein