Shareholder primacy's corporatist origins: Adolf Berle and the modern corporation

WW Bratton, ML Wachter - J. Corp. L., 2008 - HeinOnline
A continuing and longstanding debate has been waged in corporate law scholarship among
those who favor shareholder primacy, those who favor management discretion, and those …

Dodd-Frank: Quack federal corporate governance round II

SM Bainbridge - Minn. L. Rev., 2010 - HeinOnline
To say that the Naughts was a tumultuous decade for the United States and global
economies flirts with gross understatement. The decade opened with the bursting of the …

Codetermination: a poor fit for US corporations

J Dammann, H Eidenmuller - Colum. Bus. L. Rev., 2020 - HeinOnline
US corporate law gives shareholders-and only shareholders-the right to elect corporate
directors. 1 This governance arrangement is a natural choice if one subscribes to the idea …

The political economy of fraud on the market

WW Bratton, ML Wachter - U. Pa. L. Rev., 2011 - HeinOnline
The fraud-on-the-market (FOTM) cause of action just doesn't work. At least that is the
consensus view'among academics respecting the primary class action vehicle under the …

A theory of preferred stock

WW Bratton, ML Wachter - U. Pa. L. Rev., 2012 - HeinOnline
ARTICLE Page 1 ARTICLE A THEORY OF PREFERRED STOCK WILLIAM W. BRATTONt &
MICHAEL L. WACHTER" Should preferred stock be treated under corporate law as an equity …

Federated corporate social responsibility: Constraining the responsible corporation

M Caulfield, A Lynn - Academy of Management Review, 2024 - journals.aom.org
Building from recent criticisms that mainstream political corporate social responsibility has
failed to effectively address the potential expansion of corporate influence in society, we …

Leave it to Delaware: why congress should stay out of corporate governance

JE Fisch - Del. J. Corp. L., 2012 - HeinOnline
Commentators have debated the relative merits of state and federal regulation ofcorporate
law and corporate governance for many years. The debate has attained heightened …

Reassessing the distinction between corporate and securities law

JJ Park - UCLA L. Rev., 2017 - HeinOnline
Public companies in the United States must comply with both federal securities law and state
corporate law. This division of labor is premised on the assumption that there is a …

Private Ordering with Shareholder Bylaws

DG Smith, M Wright, MK Hintze - Fordham L. Rev., 2011 - HeinOnline
In early 2011, shareholders of Airgas, Inc. had a problem.'They wanted to sell their Airgas
shares to Air Products and Chemicals, Inc., but the board of directors of Airgas would not …

Labor unions: A corporatist institution in a competitive world

ML Wachter - U. Pa. L. Rev., 2006 - HeinOnline
Union membership, as a percentage of the private sector workforce, has been in decline for
fifty-three years. That is a long time. Today, private sector union membership is less than ten …