"Much has been said recently about the risky legal environment in which outside directors of public companies operate, especially in the USA, but increasingly elsewhere as well. Our research on outside director liability suggests, however, that directors' fears are largely unjustified. We...

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This chapter of the Oxford Handbook of Corporate Law and Governance examines the theoretical and empirical validity of the “contractarian” theory of corporate governance. Beginning with an overview of the contractarian theory and its conceptualization of the relationship between public...

In Cyan, Inc. v. Beaver County Employees Retirement Fund, the Supreme Court interpreted the Securities Litigation Uniform Standards Act of 1998 (SLUSA) to preserve state courts' jurisdiction to hear cases brought under the Securities Act of 1933, a question on which courts had been split. The...

This article provides basic descriptive statistics on the outcomes of securities class actions. We provide data on how many dismissals without prejudice courts permit, rates of dismissal with prejudice, and the timing of settlements with respect to motions to dismiss, motions for summary...