Researchers, investors, and policymakers around the world have been focusing
increasingly on corporate governance. 1 There is now widespread recognition that …

Codetermination-a system of shared corporate governance between shareholders and
workers-has been mostly ignored within the US corporate governance literature. When it has …

We study shareholder voting in a model in which trading affects the composition of the
shareholder base. Trading and voting are complementary, which gives rise to self‐fulfilling …

CommonWealth was a publicly traded real-estate investment trust (REIT) organized under
the laws of Maryland. 1 It was founded by Barry Portnoy and a partner in 1986. By 2006 …

Corporate law has an uneasy relationship with controlling shareholders. Corporations are
designed to vest management authority in corporate directors and officers rather than …

The separation of ownership and control publicized by Berle and Means in 1932 persists
today. Domination of public companies by selfserving and ineffective executives costs …

The consensus around shareholder primacy is crumbling. Investors, long assumed to be
uncomplicated profit-maximizers, are looking for ways to express a wider range of values in …

A corporation is not a contract. It is a state-created entity. It has legal personhood with the
right to form contracts, suffer liability for torts, and (as the Supreme Court recently decided) …

This paper develops a unified theory of blockholder governance and the voting premium. It
explains how a voting premium emerges when a minority blockholder tries to influence the …

Corporate law is consumed with a debate over shareholder democracy. The conventional
wisdom counsels that shareholders should have more voice in corporate governance, in …