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James D. Cox: The Shareholders' Best Advocate
(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 ...
Quieting the Shareholders' Voice
(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 ...
Shareholder Voting in an Age of Intermediary Capitalism
(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 ...
Are College Presidents Like Football Coaches? Evidence from Their Employment Contracts
(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 ...
Shareholder Voting in Proxy Contests for Corporate Control, Uncontested Director Elections and Management Proposals
(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 ...
The Shifting Tides of Merger Litigation
(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 ...
Delaware's Retreat
(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 ...