shareholding has been critiqued for producing the result that it may solely reflect the interests of a small number of shareholders … even if, collectively, those shareholders do not have full control of the firm. We show that this issue can be avoided with … an alternative formulation. This formulation is derived from a probabilistic voting model in which shareholders may …

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 …

calls a new “essentialist” theory of the corporation, which he labels “collaboration theory.” According to Professor Chaffee …, this new theory explains why corporations have a duty to act in socially responsible ways, except when to do so would … order to analyze to what extent corporate personality theory, including Professor Chaffee's collaboration theory, has a role …

management to supply more private information to that investor, and less public disclosure to other similarly aligned investors … who free-ride off the monitor. We test this prediction in the setting where large shareholders contractually bind … management to share private information. We find that after the execution of such contracts, firms improve their performance and …

about how free markets can work to the benefit of all. Shareholders, not politicians, should decide how to run their … businesses, including whether a new management team could do better. There is only a limited set of circumstances where it might … preferable to a more protectionist approach, where change is resisted, competitive pressures are weakened, and shareholders …

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 … power.This article develops a theory of the shareholder bylaw power by locating it within the deeper structure of corporate …

. 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 …

In theory, large institutional investors are in an excellent position to overcome collective action problems and form … this knowledge to undermine potential coalitions. After setting forth the general theory, the article develops various …