Topic
Corporate Law
Posts
-
ArticleVol. 96 · Iss. 3
Corporate Short-Termism and Intertemporal Choice
This paper presents an intertemporal model of short-termism. Critics have portrayed short-termism in broad brushstrokes as the bane of corporate governance. But short-termism does…
Robert J. Rhee -
ArticleVol. 93 · Iss. 2
The Intersection of Fee-Shifting Bylaws and Securities Fraud Litigation
This Article examines the intersection of fee-shifting bylaws and federal private securities fraud suits. Specifically, this Article hypothesizes about the effects fee-shifting bylaws would…
William K. Sjostrom Jr. -
ArticleVol. 93 · Iss. 2
Paving the Delaware Way: Legislative and Equitable Limits On Bylaws After ATP
In ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court held that a private company’s fee-shifting bylaw was facially valid. And before…
Michael J. Kaufman & John M. Wunderlich -
ArticleVol. 93 · Iss. 2
Corporate Law and the Limits of Private Ordering
The Delaware legislature in 2015 amended the Delaware General Corporation Law to authorize forum-selection bylaws and to prohibit charter or bylaw provisions that would…
James D. Cox -
ArticleVol. 93 · Iss. 2
In Memory of Harvey J. Goldschmid
Today we bid farewell to Harvey Goldschmid, a sweet and gentle man, a friend whom so many of us trusted, a powerful and influential…
Joel Seligman -
ArticleVol. 93 · Iss. 2
Introduction
Earlier versions of the Articles included in this issue were presented at the 21st Annual Institute for Law and Economic Policy (ILEP) Conference on…
-
ArticleVol. 92 · Iss. 6
Appraisal Arbitrage and the Future of Public Company M&A
In this Article, we demonstrate that the stockholder’s appraisal remedy—long-dismissed in corporate law scholarship as useless or worse—is in the middle of a renaissance…
Charles R. Korsmo & Minor Myers -
ArticleVol. 92 · Iss. 3
Say on Pay Around the World
Shareholders have long complained that top executives are overpaid by corporate boards irrespective of their performance. Investors have traditionally been powerless to prevent these…
Randall S. Thomas & Christoph Van der Elst -
ArticleVol. 92 · Iss. 2
Toward a Critical Corporate Law Pedagogy and Scholarship
In recent years, the publicly held corporation has assumed a central position in both the economic and political spheres of American life. Economically, the…
andré d. p. cummings, Steven A. Ramirez & Cheryl L. Wade -
ArticleVol. 97 · Iss. 4
Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending
For decades, American workers have been subjected to increasing pressure to become forced capitalists, in the sense that to provide for retirement for themselves,…
Leo E. Strine Jr. -
ArticleVol. 91 · Iss. 2
Intruders in the Boardroom: The Case of Constituency Directors
Under current fiduciary rules, directors who fail to maintain an undivided loyalty to common shareholders are essentially “intruders,” exposed to shareholder retribution and liability…
Simone M. Sepe -
ArticleVol. 97 · Iss. 1
Re-Imagining the Business Trust as a Sustainable Business Form
An important policy debate has emerged in the United States concerning how business should evolve to encapsulate more fully the burgeoning sustainability-conscious management paradigm.…
Lee-Ford Tritt & Ryan Scott Teschner