Corporate Law

Federal Corporate Law and the Business of Banking
Lev Menand
Lecturer in Law and Academic Fellow, Columbia Law School.

We thank Dan Awrey, Lucian Bebchuk, Ryan Bubb, Jeff Gordon, David Grewal, Bob Hockett, Howell Jackson, Rob Jackson, Lina Khan, Joshua Macey, Gillian Metzger, Saule Omarova, Ganesh Sitaraman, Joe Sommer, Mike Townsley, Art Wilmarth, and the participants in the 22nd Annual Law & Business Conference at Vanderbilt Law School, the Wharton Financial Regulation Workshop, the Columbia Law School Blue Sky Workshop, and the 11th Labex ReFi-NYU-SAFE/LawFin Law & Banking/Finance Conference for their helpful comments and insights.

Morgan Ricks
Professor of Law and Enterprise Scholar, Vanderbilt University Law School.

It is a bedrock (though still controversial) principle of U.S. business law that corporate formation and governance are the province of state, not federal, law.

Deal Protection Devices
Albert H. Choi
Professor of Law, University of Michigan Law School

I would like to thank workshop participants at the law schools of Columbia University, University of Michigan, and University of Southern California; conference participants at the 2018 Trans-Pacific Business Law Conference and the 2020 Winter Deals Conference; and particularly Dhruv Aggarwal, Adam Badawi, Elisabeth de Fontenay, Joel Friedlander, Jeff Gordon, Michael Knoll, Vice Chancellor Travis Laster, Brian Quinn, and Bob Scott for many helpful comments and suggestions. Comments are welcome to

On April 12, 2018, two wholesale office supply companies, Genuine Parts Corporation (GPC) and Essendant, Inc., agreed to combine their office supply businesses in order to better compete against e-commerce sellers, such as, Inc.

The Myth of Creditor Sabotage
Vincent S.J. Buccola
Assistant Professor, The Wharton School of the University of Pennsylvania.

This Article was substantially written while Mah and Zhang were undergraduates, and it reflects neither the opinions of nor nonpublic information about their employers. The authors thank Ken Ayotte, Allison Buccola, Saul Levmore, Josh Macey, Adriana Robertson, Mike Simkovic, David Skeel, Matt Turk, and participants at a Wharton faculty workshop for criticism of defunct drafts.

Jameson K. Mah
Investment Analyst, Cyrus Capital Partners. BS (Economics), The Wharton School of the University of Pennsylvania.
Tai Zhang
Analyst. BS (Economics), The Wharton School of the University of Pennsylvania.

A basic assumption in the standard paradigm of corporate finance is that a company’s investors want the company to succeed. To be sure, investors of different classes—stockholders and bondholders, for example—bear risk and reward unequally.

A Mission Statement for Mutual Funds in Shareholder Litigation
Sean J. Griffith
T.J. Maloney Chair and Professor of Law, Fordham Law School.
Dorothy S. Lund
Assistant Professor of Law, University of Southern California, Gould School of Law.

Thanks to Alon Brav, William Birdthistle, Erik Gerding, Dan Klerman, RobertRasmussen, Michael Simkovic, Leo Strine Jr, and David Webber for thoughtful comments and input. This draft has benefited from comments received at the Boston University Law Review Symposium, the Corporate and Securities Litigation Workshop, the National Business Law Scholars Conference, the Southern California Business Law Workshop, and from workshops at Harvard Law School, the University of Minnesota Law School, the University of Southern California Gould School of Law, and Vanderbilt Law School. We are also grateful for conversations with plaintiffs’ attorneys and mutual fund representatives who wish to remain anonymous. Finally, thanks to Taylor Apodaca, Benjamin Bloodstein, Matthew Schob, Kevin Sette, and Dmytro Usyk for superlative research assistance. The viewpoints and any errors expressed herein are the authors’ alone.

Dead Hand Proxy Puts and Shareholder Value
Sean J. Griffith
T.J. Maloney Chair in Business Law and Professor of Law, Fordham Law School

We are grateful for comments we received at the 2016 Annual Meeting of the American Law and Economics Association, the Eleventh Annual Conference on Empirical Legal Studies, and at presentations at Florida State University College of Law, Fordham Law School, Notre Dame Law School, St. John’s University School of Law, UCLA School of Law, USC Gould School of Law, and Young Conaway Stargatt & Taylor, LLP. Thanks also to Jennifer Arlen, Alon Brav, Jack Coffee, Elisabeth de Fontenay, Chris Foulds, Joe Grundfest, Victoria Ivashina, J. Travis Laster, Katie McCormick, Darius Palia, Frank Partnoy, Richard Squire, Leo Strine, and Eric Talley for comments and conversations on earlier drafts. The viewpoints and any errors herein are the authors’ alone.

Natalia Reisel
Assistant Professor of Finance and Business Economics, Gabelli School of Business, Fordham University
Hedge fund activism is now a defining force in corporate governance.