Unlike shareholders of ordinary companies, mutual fund shareholders do not sell their shares - they redeem them from the issuing funds for cash. We argue that this unique form of exit almost completely eliminates mutual fund investors' incentives to use voting, boards, and fee liability....

This Article offers the first general examination of mutual fund capital structure regulation under the Investment Company Act of 1940. Such an examination is long overdue, because American mutual funds collectively hold $12 trillion in assets—about as much as the commercial banking...

This Article offers a broad theory of what distinguishes investment funds from ordinary companies, with ramifications for how these funds are understood and regulated. The central claim is that investment funds (i.e., mutual funds, hedge funds, private equity funds and their cousins) are...

For almost every type of company, the United States has just one body of securities regulation. Pet stores, hospitals, for-profit universities, and iron mines all have to comply with the same securities laws in basically the same way. There is, however, one important exception: investment funds....

Building on the U.S. Supreme Court's recent decision in Jones v. Harris Associates, this paper presents the first comprehensive empirical study of mutual fund excessive fee liability under section 36(b) of the Investment Company Act. We use a hand-collected dataset of all excessive fee...