In the vivid imagination of Delaware courts, the shareholder franchise is “the ideological underpinning” upon which corporate power rests. A corporate election to choose who should lead the firm is “corporate democracy” at work, since such elections give shareholders the power “to turn...

In the private equity world, partnership agreements have received praise from many corners for reducing the agency costs arising between the interests of fund managers and investors. This article sets out to assess contract design in private equity partnerships. The argument here is that the...

Shareholder-led campaigns to install new leadership at U.S. firms mdash; so-called proxy contests mdash; occur too rarely and, when they do occur, are led by the same, boring cast of characters too often. This Article presents empirical evidence from a hand-collected database of public filings...

Once yearly, shareholders get an opportunity to vote on who shall serve on the board of directors. From time to time, these elections for board seats are contested. In a contested election the incumbent board is exposed to the risk that a challenger might succeed in winning a seat on the board...

Critics of pro-tenant residential laws have argued that such laws actually hurt tenants. Law-and-economics scholars, for instance, argue that such reforms raise the cost of doing business to landlords. Forced to bring their dwellings up to code and wary of costly tenant lawsuits, landlords...

The most persuasive of tort reforms are limits on damages that a plaintiff can recover in a medical malpractice lawsuit. More than half of states have passed some brand of liability limit under the guise of tort reform. Hospitals, physicians, and defense lawyers praise these reforms and regard...