Law Commons^™

One Share, One Vote And The False Promise Of Shareholder Homogeneity, Grant M. Hayden, Matthew T. Bodie

Faculty Journal Articles and Book Chapters

Shareholder democracy has blossomed. The once moribund shareholder franchise is now critical in takeover contests, merger decisions, and board oversight. However, the mechanisms of this vote remain largely undertheorized. In this Article, we use voting rights and social choice theory to develop a new approach to the corporate franchise. Political democracies typically tie the right to vote to the level of a person's interest in the outcome of the election. Corporate democracies, on the other hand, tend to define the requisite institutional interest quite narrowly, and thus restrict the right to vote to shareholders alone. This restriction has found its …

The False Promise Of One Share, One Vote, Grant M. Hayden, Matthew T. Bodie

All Faculty Scholarship

Shareholder democracy has blossomed. The once moribund shareholder franchise is now critical in takeover contests, merger decisions, and board oversight. However, the mechanisms of this vote remain largely under theorized. In this Article, we use voting rights and social choice theory to develop a new approach to the corporate franchise. Political democracies typically tie the right to vote to the level of a person's interest in the outcome of the election. Corporate democracies, on the other hand, tend to define the requisite institutional interest quite narrowly, and thus restrict the right to vote to shareholders alone. This restriction has found …

Bringing Democracy To Puerto Rico: A Rejoinder, Luis E. Fuentes-Rohwer

Articles by Maurer Faculty

No abstract provided.

Keynote Address: Consensus Building, Public Dispute Resolution, And Social Justice, Lawrence E. Susskind

Fordham Urban Law Journal

These remarks were prepared for and delivered at the Second Annual Fordham University School of Law Dispute Resolution Society Symposium on October 12, 2007. The Address discusses how democracy, public dispute resolution, and social justice fit together. The speaker opens with an example of a small city making a decision about a large industrial development project from the perspective of a traditional model and a consensus-oriented model. He then addresses three major problems with the first: (i) the majority rule problem; (ii) the representation problem; and (iii) the adversarial format problem. The speaker goes on to advocate for the consensus-building …

Book Review. Einhorn, Robin L., American Taxation, American Slavery, Ajay K. Mehrotra

Articles by Maurer Faculty

No abstract provided.

The Nobel Effect: Nobel Peace Prize Laureates As International Norm Entrepreneurs, Roger P. Alford

Journal Articles

For the first time in scholarly literature, this article traces the history of modern international law from the perspective of the constructivist theory of international relations. Constructivism is one of the leadings schools of thought in international relations today. This theory posits that state preferences emerge from social construction and that state interests are evolving rather than fixed. Constructivism further argues that international norms have a life cycle composed of three stages: norm emergence, norm acceptance (or norm cascades), and norm internalization. As such, constructivism treats international law as a dynamic process in which norm entrepreneurs interact with state actors …

Proxy Contests In An Era Of Increasing Shareholder Power: Forget Issuer Proxy Access And Focus On E-Proxy, Jeffrey N. Gordon

Faculty Scholarship

The current debate over shareholder access to the issuer's proxy statement for the purpose of making director nominations is both overstated in its importance and misses the serious issue in question. The Securities and Exchange Commission's ("SEC's") new e- proxy rules, which permit reliance on proxy materials posted on a website, should substantially reduce the production and distribution cost differences between a meaningful contest waged via the issuer's proxy and a freestanding proxy solicitation. No matter which avenue is used, however, the serious question relates to the appropriate disclosure required of a shareholder nominator. Should the nominator be subject to …

Tinkering With Torture In The Aftermath Of Hamdan: Testing The Relationship Between Internationalism And Constitutionalism, Catherine Powell

Georgetown Law Faculty Publications and Other Works

Bridging international and constitutional law scholarship, the author examines the question of torture in light of democratic values. The focus in this article is on the international prohibition on torture as this norm was addressed through the political process in the aftermath of Hamdan v. Rumsfeld. Responding to charges that the international torture prohibition--and international law generally--poses irreconcilable challenges for democracy and our constitutional framework, the author contends that by promoting respect for fundamental rights and for minorities and outsiders, international law actually facilitates a broad conception of democracy and constitutionalism. She takes on the question of torture within …

Authorizing Subnational Constitutions In Transitional Federal States: South Africa, Democracy, And The Kwazulu- Natal Constitution, Jonathan Marshfield

Jonathan Marshfield

Secrecy And Democratic Decisions, Mark A. Chinen

Mark A. Chinen

Secrecy to protect intelligence sources and methods appears often in the nation’s discourse about controversial national security matters. Often it is asked whether such secrecy is consistent with the nation’s democratic principles and processes. I argue such principles and processes provide a framework through which we try to answer questions about secrecy and indeed legitimate them, but are often too broad to provide definitive guidance in specific cases. At the same time, the sources and methods argument itself is overbroad because of the nature of the sources and methods themselves; the tentative nature of intelligence assessments derived from those sources …

Gunneflo - Demokrati Och Lagprövning: Om Rättfärdigandet Av En Positiv Respektive Negativ Inställning Till Lagprövning [Democracy And Judicial Review: On The Justicfication Of A Positive And A Negative Attitude To Judicial Review In A Democracy], Markus Gunneflo

Markus Gunneflo