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Full-Text Articles in Law
Dual Class Stock In Comparative Context, Christopher Bruner
Dual Class Stock In Comparative Context, Christopher Bruner
Scholarly Works
Review of the article by Marc T. Moore, Designing Dual Class Sunsets: The Case for a Transfer-Centered Approach, University College London Faculty of Laws Working Paper No. 9/2019, available at SSRN.
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner
Scholarly Works
Review of Traceable Shares and Corporate Law, 113 Nw. U. L. Rev. __ by George S. Geis (forthcoming 2018)
Corporate Governance In An Age Of Separation Of Ownership From Ownership, Usha Rodrigues
Corporate Governance In An Age Of Separation Of Ownership From Ownership, Usha Rodrigues
Scholarly Works
The shareholder empowerment provisions enacted as part of the recent bailout legislation are internally incoherent because they fail to address the short-termist realities of shareholder ownership today. Ownership has separated from ownership in modern corporate America: individual investors now largely hold stock through mutual funds, pension funds, and hedge funds. The incentives of these short-term financial intermediaries only imperfectly reflect the interests of their long-term holders - an imbalance only exacerbated by the bailout’s corporate governance legislation. The bailout’s focus on shareholder empowerment tactics - such as proxy access, say-on-pay, and increased disclosure - makes little sense if shareholders are …
Let The Money Do The Governing: The Case For Reuniting Ownership And Control, Usha Rodrigues
Let The Money Do The Governing: The Case For Reuniting Ownership And Control, Usha Rodrigues
Scholarly Works
Part I of the Article outlines the problems with the current method of board selection and functioning. Management or management-sympathetic board members often select the board nominees, who share social ties with other board members. Boards tend to avoid "rocking the boat" by questioning management's recommendations, and because of the way the proxy process is structured, shareholders cannot effectively use their votes to oust unsatisfactory board members.
Part II analyzes the SEC's recent proposals for reform, which center on granting shareholders more opportunities to nominate candidates to the board. These proposals attempt to give shareholders a greater voice in the …
Internal Governance Standards, Suramya Balachandran
Internal Governance Standards, Suramya Balachandran
LLM Theses and Essays
Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of …