The duties owed by independent directors of large corporations to monitor the corporation's affairs have never had more political salience. Given the Enron-era debacles, the recent meltdown in our nation's financial sector, the dependence of workers on equity investments to secure their...

The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges during the 1996-2005 decade was very...

This paper reconsiders the basic allocation of power between boards and shareholders in publicly traded companies with dispersed ownership. U.S. corporate law has long precluded shareholders from initiating any changes in the company's basic governance arrangements. I show, and support with...

Historically, the evolution and growth of American corporate law has occurred with only limited and sporadic attention to international corporate governance regimes. This article considers some possible reasons for the relative lack of attention in the United States to international corporate...

The paper was prepared as the Australian National Report on Corporate Governance for the International Academy of Comparative Law, 18th International Congress of Comparative Law, which was held in Washington from July 25 - August 1, 2010. The paper provides an overview of the structure of...

This article is published in a special symposium edition on the work of Adolf Berle, which includes papers from a conference, In Berle's Footsteps, held in November 2009 to celebrate the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society.Shareholders, and the relationship...

This article explores the rising tension between shareholder and director power in the common law world. First the article analyzes key arguments in the shareholder empowerment debate, and current US reform proposals to grant shareholders stronger rights, from a comparative corporate law...

This Article provides a detailed case study, from a corporate governance perspective, of the 2004 decision of News Corp to migrate from Australia, where it had been incorporated for decades, and to reincorporate in Delaware. As the Article shows, News Corp.'s move to the United States was both...

The Business Roundtable has played a key role in the opposition to the SEC shareholder access proposal. While the strong resistance to the proposal has been thus far successful in discouraging the SEC from adopting it, this paper considers the merits of the Business Roundtable's substantive...