Under current fiduciary rules, directors who fail to maintain an undivided loyalty to common shareholders are essentially “intruders,” exposed to shareholder retribution and liability for breach of fiduciary duty. This Article argues that the increasing appointment of “constituency...

Managerial power theory holds that structural flaws in corporate governance, such as board defenses, enable opportunistic managers to extract excessive pay. While this theory has proven highly influential, this Article argues that it fails to answer important questions. For example, how does...

On July 21, 2010, President Obama signed the Dodd-Frank Act. The Act implements a number of significant regulations regarding executive compensation. This Article argues that Congress has failed to accurately answer three basic questions in the enactment of this legislation: (i) what are the key...

The primacy of the principal-agent model of corporate governance is largely undisputed in the existing law and economics literature. Contrary to the prevailing opinion, this Article contends that the bilateral agency paradigm fails to accurately describe the incentive problems arising in the...