Many years ago, Henry Manne proposed a theory of the market for corporate control that provided a compelling argument for the existence of a vibrant hostile takeover market. He argued that “the control of corporations may constitute a valuable asset” if the acquirer takes control with the...

This article on climate change disclosures is a very short read that is meant to influence the thinking of the five commissioners that make up the SEC. My article begins on page 1 of Volume 1 of the newly established Ohio State Business Law Journal ("OSBLJ") Online. A big thanks to Professor...

The R Street Institute has just published my most recent policy paper, "Critiquing the CFA Institute's Report on Proxy Access." The bottom line is that the CFA report should not be used as support for mandatory proxy access; for shareholder proposals on proxy access; for board discussions about...

The SEC's recently proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice is an efficient and necessary response to the “collective action” problem that is imbedded in the shareholder voting of public companies and the deficiencies that this problem creates in the...

Now is the time to designate proxy advisors as investment advice fiduciaries under the Employee Retirement Income Security Act of 1974 (ERISA). Such a designation is not only necessary to correct long standing concerns, but also to make sure voting recommendations are in compliance with the sole...

Historically, the SEC has allowed public companies to exclude from their proxy materials shareholder proposals for the nomination of directors by shareholders. This rule has allowed the nomination of directors to remain under the control of the board of directors and its nominating committee....

In today's world of corporate governance, the board of directors of a publicly held firm (public company) will almost certainly be made up of a majority of independent directors. Armed with such independence, it is hoped that corporate boards can better monitor for managerial opportunism and...

Traditionally, the default rules of corporate and securities law have provided the Board with exclusive authority to decide whether shareholder proposals on proxy access are to be included in a public company’s proxy solicitation materials. However, the SEC has recently amended its rules to...

The underlying theme of this Article is that the Big Three investment advisers to index funds (BlackRock, Vanguard, and State Street) need to be understood as agents of those who invest in the mutual funds and exchange traded funds they manage. They are not institutional investors, the role...

The Employee Retirement Income Security Act requires a fiduciary governed by the act to “discharge his duties with respect to a plan solely in the interest of the participants and beneficiaries and . . . with the care, skill, prudence, and diligence under the circumstances then prevailing that...