Empirical studies in corporate law have proliferated in the last two decades, and had a major impact on legal practice and policy relating to corporate governance. As a result, lawyers increasingly engage with these studies in order to understand their implications for legal practice and policy....

Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...

I study the origins of the market for corporate charters and the emergence of Delaware as the leader of this market. Specifically, I assemble new data on 19th and 20th-century corporations to evaluate two widely-held beliefs: (1) the U.S. Supreme Court is responsible for enabling a national...

The number of public firms in the United States has halved since the beginning of the twenty-first century, causing consternation among corporate and securities law regulators. The dominant explanations, often advanced by Securities and Exchange commissioners when considering policy initiatives,...

Corporate law and labor law have traditionally been segregated fields, yet recent developments in corporate governance have brought these two areas of law closer together. There has been an international trend toward decentralization of collective bargaining power in recent years. Mirroring this...

At approximately the same time that the Sarbanes-Oxley Act increased the costs associated with being a public company, important Delaware case law created a difference in the standard of judicial review for the two basic methods of freezing out minority shareholders. While a freeze-out executed...

This paper questions the extent to which a model of the corporation based upon pre-eminence of shareholder interests is justified. First, it considers the extent to which such a model accurately reflects commercial reality, through an examination of some contemporary trends in corporate finance...