T his Article questions the basic allocation of power between boards and shareholders
under US corporate law. I present the case for allowing shareholders to initiate and vote to …

The legal field is at a critical moment of renewal and reinvention for the twenty-first century.
In an analytical tour de force, contemporary legal thought is promoting a shift from the …

D. Gordon Smith* Page 1 The Shareholder Primacy Norm D. Gordon Smith* I. IN TRO D
UCTION ......................................................................................................... 277 11. THE …

Politicians from Speaker Newt Gingrich to President Bill Clinton, cheered on by academics
such as Richard Revesz, are eagerly seeking to return authority over environmental …

That states compete for incorporations of public companies has long been a dominant
paradigm in corporate legal scholarship. 1 According to this paradigm, states derive …

More large publicly-traded corporations are incorporated in Delaware than in any other
state. 1 Since the early 1900s, Delaware has been the dominant choice as state of …

Does American corporate law work effectively to enhance shareholder value? The recent
corporate governance crisis makes this time as good as any for reexamining the basic …

As the reach of collective bargaining has shrunk in recent decades, the domain of
employment law-of judicially enforceable individual rights and administratively enforced …

One of the most important questions in US corporate law is whether competition in the
corporate charter market represents a" race to the top" or a" race to the bottom." The answer …

In these globalizing times, corporate law's leading question is whether there is a national
corporate governance system (or component thereof) that possesses relative competitive …