ProfessorBainbridge.com

The Case Against Blair & Stout's Team Production Model

The Seattle University Law Review recently published a symposium devoted to a 15 year retrospective on Margaret Blair and Lynn Stout’s article A Team Production Theory of Corporate Law. Deservedly so. It was a provocative article that ad...

Critiquing Naked Capitalism's Critique of the Shareholder Wealth Maximization Norm

There's a post on naked capitalism by Yves Smith entitled How Milton Friedman Fomented the Barmy “Corporations Exist to Maximize Shareholder Value” Myth making the rounds, which I find wholly unpersuasive. Let's parse (quotes from Smith ...

ESG Voting by Index Funds

There has been a longstanding debate over corporate social responsibility (CSR), which can be defined as “the obligations and inclinations, if any, of corporations organized for profit, voluntarily to pursue social ends that conflict wit...

Shareholder Activism

As regular readers of my blog and/or my sc holarship know, I am a skeptic of shareholder activism. I doubt both whether it's very important and whether it is a good idea. See, e.g., my article Shareh older Activism and Institutional In...

The Law and Economics of the “Special” Problem of Corporate Philanthropy

I've been kicking around corporate philanthropy with a friend and fellow corporate law academic. For what it's worth, I think I offer a pretty good summary of the state of the law in my book on Corporate Law: The law’s basic position on...

The case for allowing fee shifting bylaws as a privately ordered solution to the shareholder litigation epidemic

I had been planning on writing a law review article on fee shifting bylaws, but I suspect that events will overtake the inevitably lengthy publishing process. This seems to be one of those times when blog publishing is the most effective...

Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law

The PowerPoint deck posted here was used in a lecture I gave last night at The University of Auckland. The talk was based on my paper, Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law, wh...

Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law

I have just finished a new article, Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law (March 26, 2014). which is now available at SSRN. The abstract follows: Any model of corporate govern...

British PM's Theresa May's proposal to put workers on company boards

In her principal speech during her recent successful campaign to become the United Kingdom's new Prime Minister, Theresa May said a lot of things that as a corporate governance thinker I have very serious doubts about. Let's start with h...

Redirecting State Takeover Laws at Proxy Contests

As noted yesterday, I agree with JW Verret that one effect of the pending federal Wall Street reform legislation likely will be to encourage Delaware lawyers now need to turn their attention to thinking up "structural defenses could viab...