I analyze the allocation of the power to decide on hostile takeovers between directors and shareholders. My …, shareholders nevertheless may have the power to reverse the outcome via a vote. I argue that even though shareholders sometimes … removability, shareholders’ inability to call special meetings or to act by written consent, supermajority rules, proxy and …

Universal Demand laws, which restrict shareholder lawsuits that allege a breach of fiduciary duty by directors or managers. We …

-party transactions and other conflicts of interest situations. Moreover, controlling shareholders often perform some of the functions … that are typical of independent directors in diffuse ownership, such as the hiring and firing of managers and the setting …

Large outside shareholders, outside boards, and management entrenchment influence the choice of inside or outside CEOs … stock ownership of large outside shareholders and the fraction of the board seats held by outsiders. It falls as management … consistent with the view that large outside shareholders play an active role in controlling manager-shareholder conflicts …