In this contribution we explore the possibilities and use of mediation clauses in bye-laws. We first explore the concept of mediation, the many definitions and different styles and approaches and define what we consider mediation in its strict sense. We then explore the use and practice of...

In Citizens United, the United States Supreme Court held that, at least for many purposes, corporations are people too. This brief essay argues that principles of reciprocity, rooted in moral theory and social science, require, in exchange for the benefits the Court has granted, corporations to...

Corporate liability regimes have two major social goals: inducing corporations to internalize all social ramifications of their activity; and inducing corporations to prevent, deter, and report their employee misconduct. The scholarly polemic has shown that none of the liability regimes...

Theoretical debates about the nature of the corporation have raged for over a century, with competing visions of the corporation holding sway in different regulatory arenas and each making claims for normative supremacy. Yet courts and commentators alike have persistently failed to consider the...

This paper puts together the pieces of the puzzle of the ongoing regulatory competition debate on corporate law in the US. At early stages of this process Delaware conquered the leader’s place replacing Jersey, and forever locked-in there through peculiar manners. The States take as granted...

In capital markets around the world, calls for greater transparency regarding holdings of cash-settled equity derivatives (in particular Contracts for Difference or CfDs) have arisen due to the increased use of CfDs to gain control or to influence the management of prominent companies on all...

In this Article, we propose legal reforms to empower shareholders in public corporations. Most shareholders participate in corporate governance in three ways: they vote, they sell, and they sue. We would expand the menu for shareholders in public corporations by enabling them to contract using...

In the wake of the economic crisis of 2008/09 the debate about the desirability of control-enhancing mechanisms that deviate from the traditional one-share-one-vote standard has been reinvigorated. This debate can be seen in the discourse of policy makers and academics that advocate the...

The modern trend is for investors to diversify. Shareholders who own one S&P 500 firm tend to own many of the others as well. This trend casts doubt on the traditional compensation and deterrence rationales for legal rules that hold corporations liable for the acts of their agents. Today, when A...

In this Essay, I ask: Why not require a mandatory CEO term limit? My purpose is not to propose a term limit, but rather to ask why CEO term limits are out-of-bounds – not addressed within the corporate governance scholarship – when they have long been advocated for directors and, more...