Under the law and practice of corporate governance, the board of directors is the keystone of corporate accountability. Yet, in large, modern corporations with extensive management hierarchies, authority is widely dispersed among senior managers below board level. In a recent …

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 …

In boardrooms, courtrooms, and regulatory debates, corporate short-termism is often treated as a problem to be solved. Executives who focus too heavily on quarterly earnings, critics argue, sacrifice long-term value by cutting investment, skimping on innovation, and prioritizing optics over …

Law and finance scholars have long found corporate law largely irrelevant for startups and venture capital (VC)because founders and investors often “contract around” mandatory rules. Yet this finding conflicts with persistent empirical patterns. Most VC-backed startups in the United …

Corporations have long played a central role in the development of science, producing foundational advances that have reshaped entire fields. Yet these contributions cannot be taken for granted. Over the past several decades, many corporations have retreated from scientific research. …

Elon Musk finally has his 2018 Tesla pay package back. The Delaware Supreme Court has spoken. The saga that consumed years of litigation, untold judicial energy, and more Twitter commentary than any fiduciary duty case deserves is, at least formally, …

Regulators, investors, and academics generally agree on the main goal of strong SEC oversight: to improve financial reporting, which helps markets allocate capital and promotes market efficiency. But this goal prompts a question that matters for corporate governance and long-run …

Any state that aspires to be a serious contender in the competition for corporate charters must have a specialized corporate law court. Delaware leads this competition in part because of its Court of Chancery, which has produced an exceptional body …

American corporations have undergone a gradual but significant transformation. Founding chief executive officers (“founder-CEOs”) and activist hedge funds increasingly dominate their companies despite owning well short of a majority of shares. Founder-CEOs wield control through their personal brands or dual-class …

On September 2, 2025, U.S. Representative Zachary Nunn sent a letter to the chair of the Committee on Foreign Investment in the United States (CFIUS) highlighting concerns over ownership transparency of certain bitcoin mining firms and suppliers connected to China. …

Advocates of blockchain technology promised that it would revolutionize governance through strong commitments, transparency, and “trustlessness” – the absence of any need to trust a bank or other intermediary.  In a recent paper, I argue that these promises have largely …

Sidney Weinberg and his son John Weinberg both served as longstanding chairmen of Goldman Sachs.  Recently, John’s 1948 Princeton undergraduate thesis came to light. Like a 1933 memorandum and a 1949 speech by Sidney, it addressed a fundamental issue: What …

Proxy advisers play a pivotal role in corporate governance by providing institutional investors with recommendations on how to vote at shareholder meetings. These firms influence key corporate decisions, including the election of directors, executive compensation, and governance policies, thereby exerting …

In an era of heightened political uncertainty – from gridlock in Washington to changes within the European Union – political risk has become a top concern for many boards of directors. Firms often cultivate political connections to mitigate these risks …

When a team of researchers asked an artificial intelligence system to design a railway network that minimized the risk of train collisions, the AI delivered a surprising solution: Halt all trains entirely. No motion, no crashes. A perfect safety record, …

In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …

Pay-for-performance is often championed as a possible solution to agency problems, aligning managers’ incentives with shareholder interests. But what happens when solving one agency problem creates another – between the firm and society?

In a recent paper, we develop a …

Founders and early investors increasingly maintain control of companies while holding small economic stakes in them – raising fundamental questions about how Delaware courts can enforce  accountability in corporate governance. In a new working paper, I challenge the courts’ …