ProfessorBainbridge.com

Contrary to Ewan McGaughey, Dodge v. Ford Motor Co. is still good law in Michigan

As I work away at my new book The Profit Motive: Defending Shareholder Wealth Maximization, I've been researching the foundational American corporate law decision: Dodge v. Ford Motor Co., 170 N.W. 668(Mich. 1919). As informed readers w...

Do securities lawsuits help shareholders?

Ted Frank says no: Not quite, says a study in the Financial Analysts Journal by Rob Bauer and Robin Braun. If a suit is for something other than illegal insider trading, the long-term effects of litigation for shareholders are not ...

Director Primacy and the Chief Justice

The 2005 edition of the Delaware directors roundtable is now available online (free):At the fourth annual Directors’ College, directors of prominent public companies joined together on the University of Delaware campus to exchange insigh...

Corporate social responsibility and the perennial question of who decides what constitutes being socially responsible

Ann Lipton: Milton Friedman, shareholder primacy’s true north, wrote: In a free-enterprise, private-property system, a corporate executive is an employee of the owners of the business. He has direct responsibility to his employers. T...

No brag. Just fact. We are Persuasive.

Michael J. Vargas, Dodge v. Ford Motor Co. at 100: The Enduring Legacy of Corporate Law's Most Controversial Case, 75 Bus. Law. 2103, 2122 mm. 59 and 64 (2020): Professor Stephen Bainbridge argues persuasively that the business judgme...

Chandler upholds poison pill in Airgas

I'll quote the invaluable Francis Pileggi: Air Products and Chemicals, Inc. v. Airgas, Inc., C.A. No. 5249 (Del. Ch. Feb. 15, 2011), read Delaware Court of Chancery opinion here. This much-anticipated 158-page opinion (153 pages of whi...

What's the activists real agenda?

What's the real agenda of so-called shareholder activists? There are times when one suspects it's mostly about left-liberal politics than efficiency. Take, for example, James McRitchie's defense of the pay disclosure provisions of Dodd-F...

The WSJ's Case Against Corporate Social Responsibility

In today's WSJ, Aneel Karnani makes a case against corporate social responsibility. There's niot a ton that's new or novel here, but it's reasonably well done. His core argument is that:Very simply, in cases where private profits and pub...

The Socially Responsible Entity

Geoffrey Manne has an interesting post on the Community Interest Company, which is a new form of business organization in the UK. Lots of links to further information, as well. While there might be some benefit here in providing an o...