In recent years environmental, social, and governance (ESG) theory has become increasingly influential in the world of corporate management and investing. Despite significant problems with inconsistent definitions and controversial policies, many proponents, including members of Congress and the...

In context, corporate law is often credited with creating, hewing to, or reinforcing a shareholder wealth maximization norm. The now infamous opinion in Dodge v. Ford Motor Co. describes the norm in a relatively bald and narrow way: "A business corporation is organized and carried on primarily...

This paper explains how hedge-fund activists are exerting power over corporate resource allocation far in excess of the actual voting power of their shareholdings. The power of these “minority-shareholding corporate raiders” derives from misguided regulatory “reforms” carried out in the...

This article attempts to disentangle the various issues a public company should consider when answering the question: “to go or not to go private?” It provides a review of the literature with an eye towards coverage of the main questions a practitioner would ask. The article explores factors...

Delaware precedent, primarily Trados and ODN, holds that corporate boards of directors owe fiduciary duties to holders of corporation common stock and not to holders of preferred stock. This precedent, however, fails to address a broad range of complex but commonly occurring potential conflicts...

From toxic torts to poison pills, no corporate undertaking is unaffected by the workings of one of corporate law's bedrock principles: limited liability. But in the past forty years, critics of the doctrine's application to corporate torts have argued forcefully that limited liability creates...

We develop an interpretation of the economics of alternative shareholder liability regimes that challenges the view that limited liability always represents the most efficient form of corporate organization. Unlimited liability will prevail when creditors are willing to compensate shareholders...

The paper investigates features of, and limits to, the right to information a shareholder of a Limited Liability Company under Italian law (S.r.l.) has vis-a-vis the management. The broad extension of this right, coupled with the absence of objective standards in well-established case law,...

This paper reconsiders Sinn's (1991) nucleus theory of the corporation by comparing two different regimes for the equity trap. In the first of these, all cash paid to the shareholders is taxed as dividends, in the second, shareholders are allowed a tax-free return of capital contributed through...

This paper reconsiders Sinn's (1991) nucleus theory of the corporation by comparing two different regimes for the equity trap. In the first of these, all cash paid to the shareholders is taxed as dividends, in the second, shareholders are allowed a tax-free return of capital contributed through...