This Article examines two “meta” issues raised by opponents of the SEC's proposal to provide shareholders with rights to place director candidates on the company's proxy materials. First, opponents argue that, even assuming proxy access is desirable in many circumstances, the existing...

There are few things more constant in life than the rise and fall of financial markets. When markets crash, however, we are forced to restore them while learning from our mistakes. In the wake of the recent subprime mortgage crisis, Congress has drastically but deservedly overhauled the...

Nineteenth century English companies law has been one of the most enduring of legal institutions, and thanks to the reach of the old British empire, it made its way to the furthest corners of the world. Commonwealth countries used the U.K. Companies Act as model legislation, updating their own...

This is a case study of the Bank of America and Merrill Lynch merger. It is based on the article, Fiduciary Exemption for Public Necessity: Shareholder Profit, Public Good, and the Hobson's Choice during a National Crisis, 17 Geo. Mason L. Rev. 661 (2010). The case study analyzes the...

Title II of Dodd-Frank empowers the Treasury to appoint a receiver to a state-chartered non-bank financial company — a power traditionally vested in the judiciary — with little or no judicial involvement. This Article argues that granting such power to the Treasury violates Article III of...

High-profile corporate scandals earlier in this decade provoked outrage and legislative action, however corporate executive-level ethical lapses continue to come to light. This article examines the work of Professor Dunfee and his co-authors on corruption, ethical leadership, and social...

Professors John C. Coates, IV, and R. Glenn Hubbard have prepared a study entitled, Competition and Shareholder Fees in the Mutual Fund Industry: Evidence and Implications for Policy. I will refer to it henceforth as quot;Coates-Hubbard.quot; The working paper was published in June of 2006 under...

This article studies the political preferences of chief executive officers (CEOs) of public companies. We use Federal Election Commission records to compile a comprehensive database of the political contributions made by more than 3800 individuals who served as CEOs of Standard & Poor's 1500...

This paper uses a natural experiment to measure market response to the adoption of the Sarbanes-Oxley Act (SOX). Because SOX applies to all US public companies, US-based studies have difficulty separating the effects of contemporaneous events. However, controlled analysis is available: SOX...