In a recent article, I analyze the function of shareholder ratification in corporate governance and argue that understanding this function is critical to both refining shareholder-based cleansing mechanisms and appreciating their inherent limitations. Although I focus on Corwin cleansing in …

Fear that more companies might follow Tesla and reincorporate outside Delaware has been roiling the corporate world, driven by recent court decisions that impose relatively stringent controls on controlling shareholders. In response, Delaware’s legislature is considering Senate Bill 21 (SB …

In a new article, we challenge one of corporate law’s most persistent narratives: the concept of “shareholder democracy.” With people on opposing sides of recent high-profile battles at companies like Disney, Tesla, and Exxon invoking “shareholder democracy” to support their …

We are living in a particularly polarized era, and corporate governance is no exception.  The divisions have threatened to spill over to Delaware, the preferred jurisdiction for incorporation in the United States, with several high-profile cases calling the state’s neutrality …

In the wake of the 2008 global financial crisis, stewardship codes emerged as a means for addressing the perceived shortcomings in the governance of public companies (Puchniak, 2024). While these codes vary across jurisdictions, they generally encourage informed voting by …

Blockchain technology promises a future where intermediaries, such as banks and governments, are no longer necessary to facilitate transactions or enforce rules. Instead, trust is embedded directly into the system through cryptography and consensus mechanisms. Blockchains underpin cryptocurrencies …

In a new article, I tackle the increasingly urgent question of how corporate governance principles must adapt in response to the transformative influence of artificial intelligence (“AI”). No longer just a tool for enhancing operational efficiency, AI now fundamentally alters …

The establishment of the Texas Business Court (“Business Court”) in September 2024 marks a watershed moment in corporate governance. As the “Dexit” phenomenon gains traction – with corporations considering an exit from Delaware as a state of incorporation – Texas …

In a new paper, we present a novel theory of “purposeful enterprise” to explain why nonprofit enterprises survive and thrive. We define nonprofit enterprises as nonprofits that generate revenue primarily through operations rather than donations.[1] Patagonia, Novo Nordisk, IKEA, …

One distinctive feature of the U.S. economy over recent decades has been the rise of the entrepreneur-dominated public company.  This development has  derived largely from the growth of private funding available through venture capital, so that initial public offerings have …

The concept of systemic organizational risk is critically important in corporate governance. It arises when multiple points of potential failure take root in an organization or industry. When a breakdown occurs, it inflicts significant cost and damage. For this reason, …

Asia appears to be rapidly embracing Anglo-American corporate governance models – but looks can be deceiving. Our recent research reveals a striking paradox: While Asian jurisdictions widely adopt Anglo-American governance mechanisms in form, they often use these tools for remarkably …