Our model shows that it is optimal for shareholders to choose boards of directors whose preferences do not align with … those of the shareholders. Such a board composition works as the shareholders' commitment to providing an incentive for risk …

Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and managers over the … allocation of decision-making authority in public companies. Bylaws are the only method by which shareholders can unilaterally … in circumstances where shareholders' other core rights, i.e., the ability to exit the firm or sue its fiduciaries, are …

We consider the allocation of corporate control in a company with two large and a continuum of small shareholders …. Control is determined in a shareholders' meeting, where the large shareholders submit competing proposals in order to attract … the vote of small shareholders. The presence of multiple shareholders reduces private benefits through competition for …

I investigate whether implementation of the mandatory bid rule – the rule that grants all shareholders the right to …

about how free markets can work to the benefit of all. Shareholders, not politicians, should decide how to run their … market mechanisms, if necessary, such as financial packages that reward managers for long-term results. This is far … preferable to a more protectionist approach, where change is resisted, competitive pressures are weakened, and shareholders …

. To order the financial state of affairs after the merger, the current shareholders must revalue their stake in the merged … firm foundation. We assign a certain marginal quota to the shareholders representing the minimum share in the merged …

voting coalitions to actively monitor and discipline managers of public corporations. This article argues that it is highly …, and those that get formed will be highly unstable; moreover, one would expect that rational corporate managers will use …

This paper reviews the theoretical and empirical literature on the role of blockholders (large shareholders) in …