Under New Jersey corporate law, may a corporation adopt a mandatory arbitration provision in its bylaws that would require shareholders to bring federal securities law claims via separate individual arbitration? The issue is squarely raised by a recent shareholder proposal at Johnson & Johnson,...

Many legal rules—ranging from common-law contract doctrines to modern consumer protection regulation—are designed to protect individuals from their own mistakes. Scholars have neglected a core difficulty facing such policies: we humans are a motley bunch, and we are defined in part by our...

A system of investor protection rests on a theory of which investors need protection. This chapter surveys the composition and perception of individual investors in American capital markets from 1900 to the present. The retail investor base has expanded remarkably during that time. Beyond the...

The scholarship on fiduciary duties in business organizations is often pulled in two directions. While most observers would agree that business organizations are one of the key contexts for the application of the fiduciary obligation, corporate law theorists have often expressed disdain for the...

This chapter chronicles an unnoticed aspect of the intellectual history of the “contractarian” paradigm, the descriptive claim that firms are best characterized as nexus of contracts. Although the paradigm's rise in the 1980s in the corporate world is well known, little has been said about...