Now showing items 1-18 of 18

    • Thomas, Randall S.; Van Horn, R. Lawrence (Arizona Law Review, 2016)
      College presidents and football coaches are frequently criticized for their high compensation. In this paper, we argue that these criticisms are unmerited, as the markets for both college presidents and football coaches ...
    • Thomas, Randall S.; Cox, James D. (North Carolina Law Review, 2016)
      Because representative shareholder litigation has been constrained by numerous legal developments, the corporate governance system has developed new mechanisms as alternative means to address managerial agency costs. We ...
    • Thomas, Randall S.; Cox, James D. (Delaware Journal of Corporation Law, 2018)
      The 1980’s is appropriately considered the Golden Age of Delaware corporate law. Within that era, the Delaware courts won international attention by not just erecting the legal pillars that frame today’s corporate governance ...
    • Thomas, Randall S.; Jeter, Debra C.; Wells, Harwell L. (Alabama Law Review, 2018)
      Since the 1930s, corporate law scholarship has focused narrowly on the public corporation and the problem of the separation of ownership and control — a problem many now believe has been mitigated or even solved. With rare ...
    • Thomas, Randall S.; Schwab, Stewart J. (Washington & Lee Law Review, 2006)
      In this paper, we examine the key legal characteristics of 375 employment contracts between some of the largest 1500 public corporations and their Chief Executive Officers. We look at the actual language of these contracts, ...
    • Thomas, Randall S.; Wells, Harwell (Duke Law Journal, 2016)
      This Article explores the historical development of the academic analysis of corporate law over the past forty years through the scholarship of one of its most influential commentators, Professor James D. Cox of the Duke ...
    • Huang, Robin Hui; Thomas, Randall S. (Vanderbilt Journal of Transnational Law, 2020)
      Shareholder inspection rights allow a shareholder to access the relevant documents of the company in which they hold an interest, so as to address the problem of information asymmetry and reduce the agency costs inherent ...
    • Thomas, Randall S.; Thompson, Robert B. (Vanderbilt Law Review, 2004)
      Derivative suits, long the principal vehicle for discussions about representative litigation in corporate and securities law, now share the stage with younger cousins - securities fraud class actions and state law fiduciary ...
    • Thomas, Randall S.; Cox, James D.; Ferri, Fabrizio; Honigsberg, Colleen (Southern California Law Review, 2016)
      The integrity of shareholder voting is critical to the legitimacy of corporate law. One threat to this process is proxy “bundling,” or the joinder of more than one separate item into a single proxy proposal. Bundling ...
    • Thomas, Randall S.; Cox, James D. (Texas Law Review, 2021)
      There are many lessons to be drawn from the sweep of history. In law, the compelling story repeatedly told is the observable co-movement of law on the one hand, and economic, social, and political changes on the other hand. ...
    • Thomas, Randall S. (Georgetown Law Journal, 2019)
      Fears have abounded for years that the sweet spot for capture of regulatory agencies is the “revolving door” whereby civil servants migrate from their roles as regulators to private industry. Recent scholarship on this ...
    • Thomas, Randall S.; Cox, James D. (Georgetown Law Journal, 2019)
      Fears have abounded for years that the sweet spot for capture of regulatory agencies is the "revolving door" whereby civil servants migrate from their roles as regulators to private industry. Recent scholarship on this ...
    • Edelman, Paul H.; Thomas, Randall S.; Thompson, Robert B. (Southern California Law Review, 2014)
      Shareholder voting is a key part of contemporary American corporate governance. As numerous contemporary battles between corporate management and shareholders illustrate, voting has never been more important. Yet, traditional ...
    • Thomas, Randall S.; Tricker, Patrick C. (Oklahoma Law Review, 2017)
      This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder ...
    • Thomas, Randall S.; Cain, Matthew D.; Fisch, Jill; Solomon, Steven Davidoff (Vanderbilt Law Review, 2018)
      In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial ...
    • Thomas, Randall S.; Cox, James D.; Mondino, Tomas J. (Duke Law Journal, 2019)
      Has corporate law and its bundles of fiduciary obligations become irrelevant? Over the last thirty years, the American public corporation has undergone a profound metamorphosis, transforming itself from a business with ...
    • Edelman, Paul H.; Thomas, Randall S.; Jiang, Wei (Texas Law Review, 2019)
      Dual-class voting systems have been widely employed in recent initial public offerings by large tech companies, but have been roundly condemned by institutional investors and the S&P 500. As an alternative, commentators ...
    • Edelman, Paul L.; Jiang, W.; Thomas, Randall S. (Texas Law Review, 2019)
      Dual-class voting systems have been widely employed in recent initial public offerings by large tech companies but have been roundly condemned by institutional investors and the S&P 500. As an alternative, commentators ...