Law Commons^™

Initiation Payments, Scott Hirst

Faculty Scholarship

Many of the central discussions in corporate governance, including those regarding proxy contests, shareholder proposals, and other activism or stewardship, can be understood as a single question: Is there under-initiation of corporate changes that investors would collectively prefer?

This Article sheds light on this question in three ways. First, the Article proposes a theory of investor initiation, which explains the hypothesis that there is under-initiation of collectively-preferred corporate change by investors. Even though investors collectively prefer that certain corporate changes take place, the costs to any individual investor from initiating such changes through high-cost proxy contests, or even low-cost shareholder …

"Green" Corporate Governance, Madison Condon

Faculty Scholarship

This chapter explores the rise and future of “green” corporate governance, including how concerns about the changing climate are shaping long-extant debates in corporate law.² This area is difficult to survey in one short chapter, both because it has exploded in importance, and because it intersects in its own way with many of the topics discussed in the above chapters. Compliance, directors’ duties, corporate purpose, corporate groups, and investor stewardship, are just a few of the issues bound up in the rapid and recent shift toward thinking about climate change and its intersection with corporate governance.³

The rise …

The Failure Of Market Efficiency, William Magnuson

Faculty Scholarship

Recent years have witnessed the near total triumph of market efficiency as a regulatory goal. Policymakers regularly proclaim their devotion to ensuring efficient capital markets. Courts use market efficiency as a guiding light for crafting legal doctrine. And scholars have explored in great depth the mechanisms of market efficiency and the role of law in promoting it. There is strong evidence that, at least on some metrics, our capital markets are indeed more efficient than they have ever been. But the pursuit of efficiency has come at a cost. By focusing our attention narrowly on economic efficiency concerns—such as competition, …