This paper presents an overview of the history of corporate governance in the United States, emphasizing the period before the advent of federal securities laws and the Securities and Exchange Commission (SEC). Recent research has overturned many widely accepted beliefs about corporate...

We use the Business Roundtable's challenge to the SEC's 2010 proxy access rule as a natural experiment to measure the value of shareholder proxy access. We find that firms that would have been most vulnerable to proxy access, as measured by institutional ownership and activist institutional...

The Supreme Court has held repeatedly that race-based preferences in public university admissions are constitutional. But debates over the wisdom of affirmative action continue. Opponents of these policies argue that preferences are detrimental to minority students -- that by placing these...

An important criticism of race-based higher education admission preferences is that they may hurt minority students who attend more selective schools than they would in the absence of such preferences. We categorize the non-experimental research designs available for the study of so-called...

Affirmative action bans can reduce black enrollment not only by reducing black admission advantages (contracting demand) but also by reducing applications (contracting supply) from black students who can still gain admission but prefer alternative schools that still practice affirmative action....

This paper investigates empirically how the value of publicly traded firms is overall affected by arrangements protecting management from removal. A majority of U.S. public companies have staggered boards that substantially insulate the board from removal via a hostile takeover or a proxy...

The development of U.S. state takeover law in the past three decades has produced considerable and quite possibly excessive protection for incumbent managers from hostile takeovers. Although the shortcomings of state takeover law have been widely recognized, there has been little support for...

Public corporations live in a dynamic and ever-changing business environment. This paper examines how courts and legislators should choose default arrangements in the corporate area to address new circumstances. We show that the interests of the shareholders of existing companies would not be...

This paper analyses the general incorporation statutes for manufacturing firms adopted by the American states up to 1860. Prior to the enactment of a general law, a business could only incorporate by obtaining a special act of their state legislature; general statutes facilitated incorporation...

During the 1840s, twelve American states adopted new constitutions. Eleven of the twelve states adopted new procedures for issuing government debt and for chartering corporations through general incorporation acts. These institutional innovations were American inventions, and today hard budget...