Congress, urged by the states to fill the “gap” left by their existing regulatory schemes for local securities markets, passed the Securities Act of 1933 and the Securities Exchange Act of 1934. Since the enactment of federal legislation, investors in securities have been protected by a dual...

Since the passage of the Securities Exchange Act of 1934, federal securities law has proscribed the use of material nonpublic information in buying and selling securities. However, the term “insider trading” has not been defined in federal legislation. Rather, the nature of its proscription...

This Article examines two “meta” issues raised by opponents of the SEC's proposal to provide shareholders with rights to place director candidates on the company's proxy materials. First, opponents argue that, even assuming proxy access is desirable in many circumstances, the existing...

The article discusses the rights of unnamed class members in class actions and shareholders in corporate derivative suits to appeal court orders approving the settlement of their claims. As representative actions, class actions and derivative suits by definition necessarily determine the rights...

This symposium paper critically evaluates the developing 'Post-Shareholder-Value' ('PSV') paradigm in corporate governance scholarship and practice, with particular reference to Professor Colin Mayer's influential theory of the corporation as a unique long-term "commitment device". The paper's...

Private firms often withhold information or contest scientific knowledge when public revelation could lead to costly regulations or liability. This concealment leads to negative externalities and public harm. But what if private firms' superior knowledge and self-interest could be harnessed to...

This Article presents a theory of the corporate governance costs of private equity. In doing so, it challenges the common view that private equity's governance structure has resolved, or at least significantly mitigated, one of the fundamental tensions in corporate law, that is, the conflict...