Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

In the vivid imagination of Delaware courts, the shareholder franchise is “the ideological underpinning” upon which corporate power rests. A corporate election to choose who should lead the firm is “corporate democracy” at work, since such elections give shareholders the power “to turn...

Modern perceptions of good corporate governance assume that the general meeting has a meaningful role in the governance of listed companies and that shareholders make responsible use of their voting rights. Assessments after the financial crisis, however, indicate that institutional investors by...

This Article seeks to ascertain the impact of the Securities and Exchange Commission's rejection in 2007 of a proxy access rule, a rule that would have required corporations to include shareholder-nominated candidates on the ballot. On the one hand, the SEC's rejection appears to be a stunning...

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...

The European Shareholder Rights Directive provides shareholders the right to ask questions related to the items on the agenda. The company can refuse to answer the questions in a limited number of cases. After a brief historical and European view, the second part of the paper assesses the...

We examine the role of institutional investors in corporate governance in an environment where ownership is concentrated. The presence of dominant shareholders alters the role of institutional investors by limiting their voting influence; by shifting the focus from shareholder-manager conflicts...

Governance at banks, especially major banks, requires further reform, especially with respect to incentives. Supervisors are concerned that incentives may make executives prone to take “excessive” risks. Shareholders are concerned that banks rarely earn their cost of capital.What's needed is...

Shareholder activism has changed corporate governance around the world in the past decade. Conventional wisdom holds that shareholder activism is only effective in firms with dispersed ownership; there has been much less discussion on whether and how activism would work in firms with controlling...

America is a litigious place. Children have sued their parents for having them. Students have sued for higher grades. A man sued his cheating wife to recover his donated kidney. Another who resembled Michael Jordan sued the basketball star for the stress he suffered at being continually mistaken...