Directors have traditionally been elected by a plurality of the votes cast. This means that in uncontested elections, a candidate who receives even a single vote is elected. Proponents of "shareholder democracy" have advocated a shift to a majority voting rule in which a candidate must receive a...

The dramatic shift from traditional pension plans to participantdirected 401(k) plans has increased the decision-making responsibility of individual investors for their own retirement planning. With this shift comes increasing evidence that investors are making poor decisions in choosing how...

There is mounting evidence that retail investors make predictable, costly investment mistakes, including underinvestment, naive diversification, and payment of excessive fund fees. Over the past thirty-five years, however, participant-directed 401(k) plans have largely replaced professionally...

The SEC’s proposed climate disclosure rule has generated substantial controversy. Among the concerns raised by commentators is that the rule is unnecessary because investors can obtain sufficient climate-related disclosure through private ordering. We examine one mechanism for private ordering...

The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...

This chapter examines dual class common stock. Dual class stock has evolved from a vehicle used largely by insiders in family owned and media companies to retain control into a popular capital structure for founders and initial shareholders in technology start-ups. After briefly reviewing the...

Two developments are having an impact on corporate decisions. One is the increased engagement by institutional intermediaries, and a shift in the focus of that engagement from corporate governance to environmental and social issues. The other is a heightened societal awareness of diversity,...

As investor money flows into environmental, social and governance (ESG) mutual funds, regulators have raised growing concerns about greenwashing – specifically that a fund’s name will falsely suggest that the fund invests in companies that meet certain ESG standards. To address these...