This article examines shareholder class actions and offers a proposal for reforming this area of litigation. After describing the nature and dynamics of these lawsuits (see Part II), the article in Part III outlines the criticisms of shareholder class actions. These criticisms take two basic...

Corruption has been identified as a significant issue in telecommunications, seen in bribery and nepotism over many years, raising questions as to whether there are comparable problems with the Internet. Complex systems of Internet governance have excluded the issue, failing to put in place any...

This article discusses the argument raised in a recent paper ("Thirty Years and Done - Time to Abolish the UK Corporate Governance Code" by B.R. Cheffins and B.V. Reddy) claiming that the abolition of the UK Corporate Governance Code would provide considerable benefits to the market. While...

Shareholder engagement plays an important role in corporate governance. In the last decade, investors have increasingly influenced business decisions and their activities have extended beyond the formal submission of shareholder resolutions for voting at annual meetings. On their part, directors...

In the past few years, there has been a dramatic increase in shareholder support for proposals on political, environmental, ethical, and social issues, from climate change and employee diversity to animal welfare and corporate political spending (“social proposals”). But why do investors in...

The statutory penalties for illegal insider trading have become almost as severe as first-degree murder, yet we see insiders make tens of thousands of lucrative transactions every year. Moreover, the increase in penalties over time has done little to slow down insider trading. We argue that the...

Why are shareholder empowerment and activism such controversial issues in the United States today? Other common law jurisdictions, including the United Kingdom, have welcomed and encouraged greater shareholder participation and engagement in corporate governance. In the United States, however,...

The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

This article investigates whether the passage and the implementation of the Sarbanes-Oxley Act of 2002 (SOX) drove firms out of the public capital market. To control for other factors affecting exit decisions, we examine the post-SOX change in the propensity of public American targets to be...

According to the conventional wisdom, “one size does not fit all” in corporate governance. Firms are heterogeneous with respect to their governance needs, implying that the optimal corporate governance structure must also vary from firm to firm. This one-size-does-not-fit-all axiom has...