Scholars have long debated the merits and legitimacy of “corporate democracy.” But largely absent from the debate is what courts mean by “corporate democracy”– or at least how courts use the phrase. In a forthcoming article, I analyze the more …

The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1]  The distinction is important because …

Why do we still mark the beginning of corporate existence with the filing of a charter?  Why file charters publicly when the content is overwhelmingly focused on internal stock rights?  Why does the leading jurisdiction of Delaware make charters so …

The Modigliani-Miller (MM) Theorem and the Coase Theorem are two of the most important contributions to modern economics.  Their insights earned Nobel Prizes for their authors, with MM transforming how economists and legal scholars analyze corporate financial policy and Coase …

Too often, for-profit and nonprofit boards are passive, deferential, or both. Their failures to engage their critical faculties have resulted in serious harms as diverse as Boeing planes crashing and the NRA squandering millions of dollars. Boeing’s massive safety failures …

Corporate oversight under Delaware law rests on the two bases for liability, each identified in In re Caremark International Inc. Derivative Litigation (“Caremark”) and reaffirmed in Stone v. Ritter. The first is  a failure to implement any reporting …

Boards face increasingly demanding requirements for oversight. It is no longer enough to have a compliance program on paper. Regulators, courts, and investors expect boards to ensure that compliance systems function to prevent, detect, and respond to misconduct. That expectation …

In May 2025, an important and largely unnoticed development occurred in the corporate-law competition among states. In response to Delaware’s SB 21, Nevada enacted AB239, extending its exculpation statute — which had previously shielded only directors and officers from …

The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In …

“If we want things to stay as they are, things will have to change.” This maxim from Giuseppe Tomasi di Lampedusa’s classic novel, The Leopard, captures the central insight of our new article. In the novel, a Sicilian aristocrat watches …

When a core product feature depends on an external AI model operated by another company, part of the product’s behavior and customer experience is effectively outsourced. That changes what the company can promise customers, what it can test before launch, …