This paper is a brief contribution to a symposium on the European Model Company Act (“EMCA”). In it, I point out the extent to which the EMCA employs broad standards, as opposed to specific rules, and the extent to which it allows companies to customize their own governance arrangements....

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...

This paper analyzes the wave of board destaggering that has occurred over the past fifteen years. Other studies have concluded that the result of this phenomenon has been a substantial destruction of firm value, purportedly caused by re-orienting management from a long-term to short-term focus....

Since their original enactment in 1969, the minimum payout rule applicable to charitable foundations has allowed foundations to distribute funds at a rate that is roughly consistent with a foundation remaining in existence in perpetuity. Most foundations make grants at the minimum rate or...

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...

This paper evaluates the fidelity of corporate law and governance scholarship to institutional facts. It evaluates the legal literature's “contractarian” theory of corporate governance in light of the past three decades of empirical work, and concludes that the facts do not support the...

This chapter revisits a proposal I made fifteen years ago to redesign CRA in a way that harnesses market forces. Specifically, I proposed that banks be permitted to trade their CRA obligations with one another in a manner analogous to 'cap and trade' regimes used to address environmental...