Many believe that deliberative democracy, where individuals discuss alternatives before voting on them, should result in collectively superior outcomes because voters become better informed and decisions are justified using reason. These deliberations typically involve a moderator, however,...

Study of Majority Voting in Director Elections analyzes the initial roll-out and rapid success of the movement to require that directors be elected by a majority vote, rather than a plurality. As documented in the Study, only 16% of the companies in the S&P 500 were known to have adopted some...

I introduce a model of shareholder voting. I describe and provide characterizations of three families of shareholder voting rules: ratio rules, difference rules, and share majority rules. The characterizations rely on two key axioms: merger consistency, which requires consistency in voting...

Despite the ever-growing influence of shareholders in corporate governance, interested voting is a topic that has not been fully explored. While the law is attentive to transactions with a controlling shareholder, such transactions hardly cover all instances in which an interested shareholder...

Traditionally, fund managers cast votes on behalf of investors whose capital they manage. Recently, this system has come under intense debate given the growing concentration of voting power among a few asset managers and disagreements over environmental and social issues. Major fund managers now...

Recent scholarship heralds the emergence of programmatic legislative parties in Brazil capable of acting in a disciplined manner and making policy-based appeals to voters. This article uses statutory delegation to test the ability of legislative parties to limit executive policy discretion via...

The 2007-08 Global Financial Crisis is a watershed phenomenon that reshaped global capitalism. Stemming from the argument that the Crisis was caused by deregulation, this article assesses to what extent the financial industry influenced the legislative process underlying these reforms. The...