Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders' property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the...

Spending by private health insurers exceeds $800 billion and is expected to rise. The Affordable Care Act provides $2 billion in subsidies to jump-start health insurers owned by their policyholders in an attempt to bring these costs under control. Firms with this corporate ownership structure...

By the end of the twentieth century, the then-dominant literature on “law and finance” assumed that concentrated ownership was a product of deficient legal systems that did not sufficiently protect outside investors. At the same time, commentators posited that the competitive pressures of...

This article considers the approaches to the remedies which are available to minority shareholders for conduct by the majority alleged to be oppressive, unfairly prejudicial or discriminatory. In doing so it focuses, inter alia, on the statutory provisions now contained in sections 232-3 of the...

Data are so fundamentally different from any object which we recognised so far as belonging to the numerus clausus of legal objects that we also need to reconsider deeply which rights may exist regarding such data. We need to accept that, upon in-depth functional analysis, we already accept...

This paper analyses lawsuits against shareholders' resolutions according to the German Stock Corporation Act (AktG) and the German Reorganisation Act (UmwG). A merger passed at the General Annual Meeting will not move forward as long as any lawsuit is pending with a court. In particular, mergers...

The main thesis of this article is that individuals should own their user-held data. Rapidly developing data processing technologies empowers individuals to collect their data from different sources and retain it in personal data clouds. Such user-held data represents the most accurate,...

This Brief and Pleasant Guide to NFTs and Copyright Law is written by Professor Michael D. Murray, the author of A Short and Happy Guide to Copyright Law (West 2d ed. 2022), and the principle investigator of the Blockchain, Cryptocurrency, NFTs, and the Metaverse Law Project at the University of...

Regulators and shareholders are calling for independent directors. Independent directors, however, have numerous external professional commitments. Using To- bin's Q as an approximation of market valuation and controlling for endogeneity, our empirical analysis reveals that neither external...

We first analyse legal provisions relating to corporate transparency in Germany. We show that despite the new securities trading law (WpHG) of 1995, the practical efficacy of disclosure regulation is very low. On the one hand, the formation of business groups involving less regulated legal forms...