In some cases, the law permits a party that unilaterally provides a benefit to another party to recover the estimated value of this benefit. Despite calls for expanding the set of cases to which such a restitution rule applies, the law commonly applies a mutual consent rule under which a party...

Whenever the use of an asset by one party imposes an externality on another party's use of an asset, entitlements must be allocated. Does an upstream firm have a right to use a river's water or does a downstream firm have a right not to have the water used? And if the downstream firm is to be...

This Article seeks to contribute to the heated debate on the disclosure of political spending by public companies. A rulemaking petition urging SEC rules requiring such disclosure has attracted over 1.2 million comments since its submission seven years ago, but the SEC has not yet made a...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky CEOs,rdquo; lt;a href=quot;http://ssrn.com/abstract=945392quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=945392lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky Directors,rdquo; lt;a href=quot;http://ssrn.com/abstract=952239quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=952239lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...

The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges during the 1996-2005 decade was very...

In a recent book, Pay without Performance: The Unfulfilled Promise of executive Compensation, we critique existing executive pay arrangements and the corporate governance processes producing them, and put forward proposals for improving both executive pay and corporate governance. This paper...

This paper reconsiders the basic allocation of power between boards and shareholders in publicly traded companies with dispersed ownership. U.S. corporate law has long precluded shareholders from initiating any changes in the company's basic governance arrangements. I show, and support with...

This paper analyzes certain important shortcomings of state competition in corporate law. In particular, we show that, with respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of state takeover law, we argue, is consistent...