What History Reveals About SEC Rule 14a-8

By Timothy M. Doyle and Robert G. Eccles November 5, 2026 by renholding

On September 16, 2026, under Chairman Paul Atkins, the Securities and Exchange Commission published a statement on its proposals to rescind Rule 14a-8 and amend Rule 14a-4. It said the rescission would not end shareholder proposals, but that Congress …

Guilt and Shame, from Homer to Corporate America

By Sergio Alberto Gramitto Ricci September 24, 2026 by renholding

In the Iliad and the Odyssey, heroes are only what society says they are. What constrains the likes of Achilles and Odysseus, then, is not fear of the gods or some codified prohibitions, but models of honor and the gaze …

The Hidden Legal Constraints to Startup and VC Growth

By Alvaro Pereira January 13, 2026 by renholding

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 …

Should Corporate Law Go Private?

By Dorothy S. Lund and Eric Talley October 1, 2025 by renholding

For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …

No Private Ordering Please, We’re Italian

By Luca Enriques and Casimiro A. Nigro May 22, 2025 by renholding

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

Mandatory Corporate Law as an Obstacle to Venture Capital Contracting in Europe

By Luca Enriques, Casimiro A. Nigro and Tobias H. Tröger April 1, 2025 by renholding

Venture capital (VC) is a key driver of economic growth. A substantial body of legal and financial scholarship has examined the institutional factors that shape VC activity. In the first of two papers, we build on the idea that the …

Limits of Aligning Corporate Law With Environmental and Sustainability Regulation

By Thilo Kuntz March 25, 2025 by renholding

In the debate over introducing ideas from environmental and sustainability regulation to corporate law, one major issue has been largely missing: discounting frameworks. Discounting is important for evaluating the future benefits of investment today and is used by both social …

A Contractarian Path Forward for Delaware: A Modest Proposal for SB21

By Eric Talley March 7, 2025 by renholding

As I write this from the Tulane Corporate Law Institute’s annual conference in New Orleans, the energy is palpable. While Mardi Gras revelers have vacated the streets, they’ve been replaced by a different phalanx of uncharacteristically confrontational carousers: corporate law …

Institutional Theory for Corporate Law: An Invitation

By David Gindis and Eva Micheler January 23, 2025 by renholding

Over the past few decades, corporate law scholarship has largely relied on insights from the nexus-of-contracts theory of the firm, agency-theoretic reasoning in corporate finance, and the economic analysis of law more generally. These insights have led to substantial theoretical …

The Equity in Corporate Law

By Andrew S. Gold and Henry E. Smith October 1, 2024 by renholding

It is well-known that equity is a central part of corporate law, and courts do not hesitate to remind litigants of that fact. Yet, a fuller appreciation of what equity means for corporate law is still lacking. In a recent …

A Broader Corporate Purpose Requires Sharing Corporate Power

By Grant Hayden and Matthew Bodie September 18, 2024 by renholding

Can we speak of a “purpose” for corporations or, more broadly, corporate law? The doctrine of shareholder primacy has long had an easy answer: Both individual corporations and corporate law should strive to maximize shareholder wealth. But this reductive and …

How Treating Government Controlling Shareholders as Fiduciaries Could Help Address Climate Change

By Ernest Lim February 9, 2024 by renholding

State-owned enterprises (SOEs) can help cause but also solve the climate crisis. A lot depends on the controlling shareholders of SOEs – governments – which wield significant legal and economic power over SOEs’ actions. If we are serious about holding …

Substance and Process in Corporate Law

By James An September 12, 2023 by renholding

Corporate law – and judicial application of that law – considers two facets of a transaction: (1) whether a corporation’s management used processes that are fair to stockholders to reach its decision (“process”), and (2) whether the economic results of …

Designing Corporate Law for Startups

By Alvaro Pereira August 24, 2023 by renholding

The world of startups often appears to embody the exceptionalism of modern finance, with funds swiftly flowing to the best teams and ideas wherever they may emerge. The reality, however, is much more complicated. Financing startups remains a daunting challenge …

The Duality of Corporate Purpose

By Dorothy S. Lund and Elizabeth Pollman July 31, 2023 by renholding

In a forthcoming chapter, we explore the duality of corporate purpose, which reflects two sides of corporate law and governance. First, because each corporation must specify a purpose in its charter, corporate purpose can be understood at the level of …

How Corporate Law in the Global South Has Pioneered “Heterodox Stakeholderism”

By Mariana Pargendler July 25, 2023 by renholding

How do the corporate laws of Global South jurisdictions differ from their Global North counterparts? Prevailing stereotypes depict the corporate laws of developing countries as either antiquated, mere copies of Global North models or plagued by problems of enforcement. While …

The New Corporate Law of Corporate Groups

By Mariana Pargendler May 22, 2023 by renholding

Large firms today are rarely organized as a single legal entity, but rather as corporate groups with numerous subsidiaries that have separate legal personalities. A debate has long raged over how to treat the legal boundaries between companies belonging to …

Columbia Law Professor Writes One of Top 10 Corporate and Securities Articles for 2022

By Reynolds Holding May 5, 2023 by renholding

Eric Talley, Isidor & Seville Sulzbacher Professor and co-director of the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, was among the authors of one of the 10 best corporate and securities articles last year, the

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Finding Internal Limits on Fiduciary Loyalty

By Andrew Gold September 14, 2022 by renholding

Corporate law – and fiduciary law in general – has struggled with how to handle loyalty duties that are harmful to society. For example, a director’s act of loyalty to shareholders that harms the environment, or a director’s effort to …

Why Delaware and England Win the Global Corporate Law Race

By Ido Baum and Dov Solomon April 14, 2022 by renholding

What makes the corporate laws of some jurisdictions more attractive for entrepreneurs and investors than others in the global arena? Within the United States, the competition among state laws is a popular explanation for Delaware’s corporate law prominence. However, interjurisdictional …

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