shareholders far removed from the firm's day-to-day operations; and delegated management, which opens up the possibility for … appointment rights, by which shareholders retain the right to appoint and remove directors. Next, it focuses on core decision …

Large outside shareholders, outside boards, and management entrenchment influence the choice of inside or outside CEOs … stock ownership of large outside shareholders and the fraction of the board seats held by outsiders. It falls as management … consistent with the view that large outside shareholders play an active role in controlling manager-shareholder conflicts …

shareholder interests by making the board more responsible to shareholders, and strengthening the monitoring of top management by … investments are, like financial investments, not ex ante contractible, leaving investors open to exploitation by shareholders …

Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and managers over the … allocation of decision-making authority in public companies. Bylaws are the only method by which shareholders can unilaterally … in circumstances where shareholders' other core rights, i.e., the ability to exit the firm or sue its fiduciaries, are …