A Property Theory of Corporate Law

By Robert Anderson IV July 30, 2019 by renholding

In a recent article, I develop a theory of the corporation as a legal entity based upon the foundation of property law, which I call a “property theory of corporate law.” This theory, unlike the contractarian perspective on the corporation, …

Putting Technology to Good Use: The Role of Corporate, Competition, and Tax Law

By John Armour, Luca Enriques, Ariel Ezrachi and John Vella February 14, 2019 by renholding

Innovation and its main output, technology, are changing the way we work, socialize, vote, and live. New technologies have improved our lives and made firms more productive, raising living standards across the world. Thanks to progress in information technology, the …

What Is the Domain of Corporate Law?

By Christopher M. Bruner January 14, 2019 by renholding

Judges, legislators, corporate practitioners, and scholars of business law all conduct their work, within their respective professional spheres, based on some working conception of what “corporate law” is. Strangely, however, the question of what this conceptual vessel actually contains is …

Introducing the Totally Unnecessary Benefit LLC

By Mohsen Manesh August 28, 2018 by renholding

The rapid proliferation of state statutes authorizing so-called “benefit” corporations—starting with Maryland in 2010 and spreading to over 30 states by 2018—has been premised in large part on the assertion that conventional corporate law mandates shareholder primacy. Under this legal …

The 20 Most-Cited Corporate Law and Securities Regulation Scholars in the U.S.

By Brian Leiter August 17, 2018 by renholding

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The Death of Corporate Law

By Zohar Goshen and Sharon Hannes May 15, 2018 by renholding

For decades, corporate law played a pivotal role in regulating corporations across the United States. Consequently, Delaware, the leading state of incorporation, and its courts played a central part in corporate law and governance. More than half of publicly traded …

Columbia Law Professors Write Three of Top 10 Corporate and Securities Articles

By Reynolds Holding April 23, 2018 by renholding

Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a

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Sexual Harassment and Corporate Law

By Daniel Hemel and Dorothy Shapiro Lund April 9, 2018 by renholding

Tronc Chairman Michael Ferro became the latest corporate executive to resign amid accusations of unwanted sexual advances when he stepped down from the helm of the newspaper publishing chain in mid-March. Ferro joins a long list of high-profile executives who …

A Rule-Based Method for Comparing Corporate Laws

By Lynn M. LoPucki March 13, 2018 by renholding

Scholars, lawyers, judges, and policymakers frequently need to compare corporate laws, both internationally and domestically. In part, this need results from the internal affairs doctrine, a conflict-of-laws rule that is unique to corporate law. The doctrine requires that courts apply …

Proxy Access and Optimal Standardization in Corporate Governance

By Reilly S. Steel January 31, 2018 by renholding

According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …

Corporate Governance Beyond Economics

By Elizabeth Pollman October 10, 2017 by renholding

Corporate law and governance are complex and continually changing. Yet, broadly speaking, throughout the 20^th century corporate law developed with a focus on the allocation of power between shareholders and boards of directors. And, notwithstanding significant ambiguity and dissent, …

Opting Out of Fiduciary Duties and Liabilities in U.S. and U.K. Business Entities

By Christopher M. Bruner October 2, 2017 by renholding

The degree to which business participants ought to be free to limit or eliminate fiduciary duties and associated liabilities remains a hotly contested matter in many jurisdictions. In a new chapter forthcoming in Edward Elgar’s Research Handbook on Fiduciary Law…

The Corporate Governance of National Security

By Andrew Verstein September 14, 2017 by renholding

A central goal of corporate law is to make managers accountable to shareholders. So it may come as a surprise that America’s federal government frequently compels companies to “effectively exclude the Shareholder from . . . influence over the Corporation’s …

Corporate Charter Competition

By Lynn M. LoPucki March 8, 2017 by renholding

In an article to be published in the Minnesota Law Review, I use systems-strategic analysis to explore the role of charter competition in corporate law. A systems-strategic analysis begins by identifying a law-related system for study, then describes how the …

Twenty Most Cited Corporate Law & Securities Regulation Faculty in the United States, 2010-2014 (inclusive)

By Ilya Beylin May 23, 2016 by ilyabeylin

Rank	Name	School	Citations	Age in 2016
1	John Coffee, Jr.	Columbia University	1470	72
2	Lucian Bebchuk	Harvard University	1130	61
3	Stephen Bainbridge	University of California, Los Angeles	1010	58
4	Reinier Kraakman	Harvard University	820	67
5

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Professor Kate Judge Honored for Leading Corporate and Securities Law Article

April 27, 2016 by ilyabeylin

The work of Columbia Law School Professor Kate Judge appears in the list of twelve best corporate and securities law articles in 2015, based on a poll conducted by the Corporate Practice Commentator. Teachers in corporate and securities law were …

Editorial Reply – Taking Issue with “The Association Between Corporate General Counsel and Firm Credit Risk”

By Veta T. Richardson March 9, 2016 by ilyabeylin

As CEO of the Association of Corporate Counsel (and former in-house lawyer), I take issue with the mischaracterization of the association’s 2015 Chief Legal Officers Survey. While it’s true that the role has evolved, it’s wrong to suggest that chief …

Altering Rules, Cumulative Voting, and Venture Capital

By John F. Coyle March 7, 2016 by ilyabeylin

Until 1870, corporate elections in the United States were generally conducted under a system of straight voting. In that year, the State of Illinois adopted a new constitution requiring that cumulative voting be used to elect directors to the boards …

Fried Frank discusses Proposed Appraisal Statute Amendments, Which Would Permit Companies to Reduce Their Interest Cost

By Abigail Pickering Bomba, Steven Epstein, Arthur Fleischer, Jr., Peter S. Golden, David B. Hennes, Brian T. Mangino, Philip Richter, Robert C. Schwenkel, John E. Sorkin and Gail Weinstein March 30, 2015 by ilyabeylin

Proposed amendments to the Delaware appraisal statute announced recently are expected to be adopted by the Delaware Legislature. The stated purpose of the amendments is to reduce the recent rise in the volume of appraisal petitions. If adopted, the amendments …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

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