Corporate Governance

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84.3
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.
Business Organizations Corporate Governance Empirical Analysis
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84.1
Corporate Governance Regulation through Nonprosecution
Jennifer Arlen
Norma Z. Paige Professor of Law at New York University School of Law
Marcel Kahan
George T. Lowy Professor of Law at New York University School of Law

We benefited from helpful comments from David Abrams, Cindy Alexander, Miriam Baer, Rachel Barkow, Jayne Barnard, Michal Barzuza, Lisa Bernstein, Samuel Buell, Oscar Couwenberg, Brandon Garrett, William Hubbard, Edward Iacobucci, Louis Kaplow,
Michael Klausner, Brett McDonnell, Mark Ramseyer, Eva Schliephake, Steven Shavell, Matthew Spitzer, Abraham Wickelgren, Josephine van Zeben, and participants at the annual meetings of the Business Associations Section of the Association of American Law Schools, the American Law and Economics Association, the European Law and Economics Association, and the Society for Institutional and Organizational Economics, as well as participants at workshops at Brooklyn Law School; UCLA School of Law; Columbia Law School; ETH Zurich; Harvard Law School; NYU School of Law; University of Pennsylvania Law School; University of Pompeu Fabra; Queen’s Law School, Ontario, Canada; Stanford Law School; University of Texas Law School; University of Toronto Faculty of Law; University of Virginia School of Law; and Western Law School, Ontario, Canada. We also would like to thank Brandon Garrett and Vic Khanna for sharing their data on PDAs, which we compared to our own hand-collected dataset. We also thank Brandon Arnold, Rachel Lu Chen, Elias Debbas, Josh Levy, Reagan Lynch, Matt Mutino, Alice Phillips, Jared Roscoe, KyungEun Kimberly Won, and Donna Xu for excellent research assistance, with special thanks to Tristan Favro, Katya Roze, and Cristina Vasile. Jennifer Arlen is grateful for the financial support of the New York University School of Law. Marcel Kahan’s research was supported by the Milton and Miriam Handler Foundation.

I.  Corporate Criminal Enforcement and PDAs

Business Organizations Corporate Governance Criminal Law
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83.3
Does Majority Voting Improve Board Accountability?
Stephen J. Choi
Murray and Kathleen Bring Professor of Law, New York University School of Law
Jill E. Fisch
Perry Golkin Professor of Law, University of Pennsylvania Law School
Marcel Kahan
George T. Lowy Professor of Law, New York University School of Law
Edward B. Rock
Professor of Law, New York University School of Law

Thanks to Bill Allen, Michal Barzuza, Ryan Bubb, Emiliano Catan, John Coates, Ed Durkin, Wei Jiang, Tom Lin, Susan Permut, Roberta Romano, Simone Sepe, and Jennifer Shotwell for comments on earlier drafts. We are also grateful for comments we received at the University of Pennsylvania Institute for Law and Economics Corporate Roundtable, the Harvard Law School Law and Economics Seminar, the Law and Economics Colloquium at the University of Virginia Law School, the NYU/Penn Conference on Law and Finance, the Hebrew University of Jerusalem Law and Finance Workshop, and the Annual Meeting of the American Law and Economics Association.

I.  The Shift from Plurality to Majority Voting

Business Organizations Corporate Governance Public Choice

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