Because of the broad jurisdiction American courts have asserted in cases arising under the Securities Exchange Act of 1934, they have been called a Shangri-la for “foreign-cubed” class actions with little connection to the United States. Over the past forty years, the standards used by...

This short essay, prepared as the text of a talk for a conference on shareholders' agreements, examines what I consider one of the most puzzling and overlooked issues of US corporate law and securities regulation. The issue is why agreements among shareholders are not often used as control...

In this short essay, written for a recent conference, I discuss critically the value of announcing in the corporate bylaws or other documents generic corporate purposes. I submit that these formulas - let them be inspired by shareholders or stakeholders primacy - are of little legal consequence....

The article addresses a sweeping Reform of corporate law which was enacted by the Italian government in 2003 and came into effect on January 1, 2004. The new statutory regulation significantly increases freedom of contract in corporate law, relying on the idea that the development of an...

The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated by some authors (Kahan and Kamar), most States are not actively engaged in the market for charters, and Delaware's position is substantially unchallenged. From this starting...

This contribution tracks the legislative, scholarly and judicial debate concerning different classes of shares and voting rights that developed in Italy from the early XIX century to the recent introduction of multiple voting shares. In doing so, we offer some comparative perspectives and...