The current model of corporate governance needs reform. There is mounting evidence that the practices of shareholder primacy drive company directors and executives to adopt the same short time horizon as financial markets. Pressure to meet the demands of the financial markets drives stock...

This collection explores the proposition that state constitutions reflect distinctive state peoples. In the American system, state governments have no ability to control who their citizens are and, given the constraints of the First Amendment, very little ability to control the cultural...

Using the familiar economic model of the firm, I show that shareholders have no special claim on a corporation's economic returns. No one has an entitlement to economic rents in a capitalist system. Shareholders, the purely fungible providers of a purely fungible commodity, are particularly...

Everyone knows that shares receive dividends because they are entitled to the residual returns of a public corporation. Everyone is wrong. Basic principles of market competition, applied to the actual law of corporations, sharply contradict the conventional wisdom. First, shareholders are not...

This Article proposes several routes to reverse Citizens United, the Supreme Court case holding that corporate campaign spending is “speech” protected by the First Amendment. The core problem of Citizens United is that corporations are illegitimate participants in our politics. Corporate law...

Business corporations are critical institutions in our democratic republican market-based economic order. The United States Constitution, however, is completely silent as to their status in our system. The Supreme Court has filled this silence by repeatedly granting corporations rights against...