This paper argues that the key mechanisms protecting retail investors' financial stake in their portfolio investments are indirect. They do not rely on actions by the investors or by any private actor directly charged with looking after investors' interests. Rather, they are provided by the...

The default rules of corporate law make shareholders’ control rights a function of their voting power. Whether a director is elected or a merger is approved depends on how shareholders vote. Yet, in private corporations, shareholders routinely alter their rights by contract. This phenomenon of...

This review essay on Joseph Heath's Morality, Competition, and the Firm assesses its criticisms of both the shareholder primacy and stakeholder views dominant in business ethics, and evaluates Heath's preferred alternative – a “market failures” approach to business ethics. It argues that...

Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for the meeting. We show that, overwhelmingly, they do not. The result is “hidden agendas:” in 88% of shareholder votes, investors cannot find out what they...