Curtis J. Milhaupt

Why the Poison Pill Is Still Relevant After All These Years – Even in Japan  

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More than 40 years after its invention by lawyer Martin Lipton, the poison pill remains the subject of important judicial decisions and academic debate over corporate governance questions, in both the United States, its country of origin, and Japan, its adopted home. The pill’s development has taken divergent paths in the two countries because of their markedly different corporate governance environments. Yet today, shareholder activism and concern for environmental, social, and governance (ESG) issues may be causing those paths to converge, a possibility highlighted by recent judicial decisions on anti-activist pills in the Delaware courts and the Japanese Supreme Court.… Read more

We are the (National) Champions: Understanding the Mechanisms of State Capitalism in China

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China now has the second-largest number of Fortune Global 500 companies in the world. Most of the Chinese companies on the list are state-owned enterprises (sometimes called “SOEs”) organized into massive corporate groups with a central government agency as their ultimate controlling shareholder. Despite these groups’ importance to China’s domestic economy and foreign investment strategy, many features of the SOE sector—particularly the organizational structure and governance characteristics of the SOE groups—remain a black box.

Unpacking the black box requires moving away from the standard focus on agency costs in listed firms that predominates in the corporate governance literature. Instead, in … Read more

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Editor's Tweet: Professors Curtis Milhaupt and Li-Wen Lin of Columbia discuss the mechanisms of state capitalism in China