Showing archive for: “Corporate Governance”
Why doesn’t majority voting as implemented have more teeth?
The whole idea behind majority voting for the election of directors, to paraphrase ISS, is that it transforms uncontested elections from symbolic to democratic. This is because majority voting in its purest form would give shareholders veto authority over management candidates—authority not afforded to shareholders under the traditional plurality voting standard. Critics maintain that giving ... Why doesn’t majority voting as implemented have more teeth?
Darian Ibrahim Joins Us as Guest Blogger
Darian Ibrahim will be guest blogging here for the next couple of weeks. Darian is an Associate Professor of Law at the University of Arizona Rogers College of Law where he teaches Business Organizations, Law & Entrepreneurship, Securities Regulation, and Contracts. He presented his latest paper, Fiduciary Duties, Individual or Collective Liability for Directors, and ... Darian Ibrahim Joins Us as Guest Blogger
AALS Disney Panel Podcast
Podcasts from this year’s AALS conference are now available. Click here for the Business Associations panel on the Disney case. Recall that Justice Jacobs from the Delaware Supreme Court (author of the Delaware Supreme Court opinion in the case) participated in addition to many heavy-hitting corporate law academics (see below). Here’s the blurb from the ... AALS Disney Panel Podcast
"Yale on $0 a Day" Sparks a Wonder Moment
We’re so immersed in the benefits of a market economy that I fear we sometimes fail to notice what a marvel capitalism is. Today’s Wall Street Journal points to yet another of capitalism’s benefits. A growing number of very, very fancy colleges with very, very talented professors and very, very expensive tuition are offering their ... "Yale on $0 a Day" Sparks a Wonder Moment
Shareholder Voting on Executive Comp. – What’s the downside?
There was an article this morning on CCN announcing Aflac’s decision to let shareholders vote on executive compensation.  A board resolution was passed to give “shareholders the right to a non-binding vote on executive pay packages that will take effect in 2009.” I veiw this step by Aflac’s executives as very savvy. Why bother leaving oneself exposed to shareholder ... Shareholder Voting on Executive Comp. – What’s the downside?
New Paper on Majority Voting for the Election of Directors
A draft of my new paper entitled Majority Voting for the Election of Directors is now up on SSRN. I co-authored the piece with Young Kim, a finance professor at Northern Kentucky, so it has an empirical component. Here’s the abstract: We explore the theory, law, and practice of the shift from a plurality voting ... New Paper on Majority Voting for the Election of Directors
The New York Times–shocker!–hates the University of Phoenix
Peter Klein at the always excellent Organizations & Markets Blog has a characteristically excellent post on the New York Times’ characteristically anti-market article on the University of Phoenix (and for-profit higher education). Lest there be any doubt that the article was meant to cast UOP in an unflattering light, check out the picture of UOP’s president, William ... The New York Times–shocker!–hates the University of Phoenix
Coase, Penalty Defaults, and the Disgorgement Remedy for Breach of Fiduciary Duty
Law students, I have found, often have a hard time seeing how the Coase Theorem applies outside the context of land use conflicts. They also tend to think Coase’s insight is not so important because, they recite (parroting some of their professors), “Transactions costs are always present.” This saddens me, for the more I look ... Coase, Penalty Defaults, and the Disgorgement Remedy for Breach of Fiduciary Duty
Is There Really Less Securities Fraud? And If So, Should We Thank the Feds?
Securities fraud class-actions are down. In an op-ed in yesterday’s WSJ, Joseph Grundfest observed that both the number of such actions and the dollar value of total damages claims have dropped dramatically since mid-2005. Why has this decline occurred? Grundfest considers several possible reasons. First, the decline might be due to the criminal prosecution of ... Is There Really Less Securities Fraud? And If So, Should We Thank the Feds?
Let Ethanol Fail
The recent State of the Union address, in which President Bush called for an almost 500% increase in alternative fuel consumption by 2017, once again turned the nation’s attention to the various elixirs that promise to make the U.S. “energy independent.” The closer we look, though, the less appealing the leading alternative fuel — ethanol ... Let Ethanol Fail
Majority Voting Trial Balloon
One of the purported advantages of blogging is it allows a blogger to float a “trial balloon†relating to traditional scholarship he/she has in the works. Readers then comment on the balloon which leads to an improved piece. So here’s my trial balloon: I’ve been working on a piece about majority voting for the election ... Majority Voting Trial Balloon
Henry Manne and Corporate Democracy
On January 2, 2007, Dean Henry Manne published a column in the WSJ regarding corporate democracy. In this column, Manne takes a stab at shareholder voting and corporate democracy. Manne maintains that shareholder activists are deluding themselves with the phrase “corporate democracy” in that only the controlling s/h have and will ever have a true voice ... Henry Manne and Corporate Democracy
