�ݺ�ߣshows by User: ProfBainbridge

�ݺ�ߣshows by User: ProfBainbridge / http://www.slideshare.net/images/logo.gif �ݺ�ߣshows by User: ProfBainbridge / Thu, 16 Mar 2017 17:25:13 GMT �ݺ�ߣShare feed for �ݺ�ߣshows by User: ProfBainbridge Interest group analysis of Delaware law /slideshow/interest-group-analysis-of-delaware-law/73219584 interestgroupanalysisofdelawarelaw-170316172513
Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability. The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.]]>
Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability. The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.]]> Thu, 16 Mar 2017 17:25:13 GMT /slideshow/interest-group-analysis-of-delaware-law/73219584 ProfBainbridge@slideshare.net(ProfBainbridge) Interest group analysis of Delaware law ProfBainbridge Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability. The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/interestgroupanalysisofdelawarelaw-170316172513-thumbnail.jpg?width=120&height=120&fit=bounds" /> Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a business venture may be taken for themselves or must first be offered to the corporation. This article reviews the relevant Delaware case law, focusing on the ambiguities inherent therein. It then offers a proposed alternative regime, providing greater certainty and predictability. The article then turns the question of why Delaware courts have resisted adopting a more determinate standard, such as the one offered here. It argues that — at least in this context — Delaware judges are concerned neither with maximizing the number of Delaware incorporations or promoting the interests of the Delaware bar. Instead, mandatory indeterminacy with respect to corporate opportunities is driven by the Delaware courts’ self-interest in maximizing their reputation.

Interest group analysis of Delaware law from Stephen Bainbridge

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0 The Law and Economics of the Parable of the talents /slideshow/the-law-and-economics-of-the-parable-of-the-talents/73006744 parableofthetalents-170310022325
In the Parable of the Talents, neither the master nor any of the servants make any appeal to legal standards, but it seems improbable that there was no background set of rules against which the story played out. To the legal mind, the Parable thus raises some interesting questions: What was the relationship between the master and the servant? What were the servants’ duties? How do the likely answers to those questions map to modern relations, such as those of principal and agent? Curiously, however, there are almost no detailed analyses of these questions in Anglo-American legal scholarship. ]]>
In the Parable of the Talents, neither the master nor any of the servants make any appeal to legal standards, but it seems improbable that there was no background set of rules against which the story played out. To the legal mind, the Parable thus raises some interesting questions: What was the relationship between the master and the servant? What were the servants’ duties? How do the likely answers to those questions map to modern relations, such as those of principal and agent? Curiously, however, there are almost no detailed analyses of these questions in Anglo-American legal scholarship. ]]> Fri, 10 Mar 2017 02:23:24 GMT /slideshow/the-law-and-economics-of-the-parable-of-the-talents/73006744 ProfBainbridge@slideshare.net(ProfBainbridge) The Law and Economics of the Parable of the talents ProfBainbridge In the Parable of the Talents, neither the master nor any of the servants make any appeal to legal standards, but it seems improbable that there was no background set of rules against which the story played out. To the legal mind, the Parable thus raises some interesting questions: What was the relationship between the master and the servant? What were the servants’ duties? How do the likely answers to those questions map to modern relations, such as those of principal and agent? Curiously, however, there are almost no detailed analyses of these questions in Anglo-American legal scholarship. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/parableofthetalents-170310022325-thumbnail.jpg?width=120&height=120&fit=bounds" /> In the Parable of the Talents, neither the master nor any of the servants make any appeal to legal standards, but it seems improbable that there was no background set of rules against which the story played out. To the legal mind, the Parable thus raises some interesting questions: What was the relationship between the master and the servant? What were the servants’ duties? How do the likely answers to those questions map to modern relations, such as those of principal and agent? Curiously, however, there are almost no detailed analyses of these questions in Anglo-American legal scholarship.

The Law and Economics of the Parable of the talents from Stephen Bainbridge

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0 M&A Law: The Lawyer's Role; Recent Delaware Developments /slideshow/ma-law-the-lawyers-role-recent-delaware-developments/60976604 duediligenceandmalegalissues-160416000611
A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group.]]>
A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group.]]> Sat, 16 Apr 2016 00:06:10 GMT /slideshow/ma-law-the-lawyers-role-recent-delaware-developments/60976604 ProfBainbridge@slideshare.net(ProfBainbridge) M&A Law: The Lawyer's Role; Recent Delaware Developments ProfBainbridge A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/duediligenceandmalegalissues-160416000611-thumbnail.jpg?width=120&height=120&fit=bounds" /> A two-hour presentation on the role of the lawyer in the M&A team, the place of legal due diligence in the overall buyer side's due diligence process, and a review of recent Delaware M&A legal developments. I'm available to give it to your law firm, company, or group.

M&A Law: The Lawyer's Role; Recent Delaware Developments from Stephen Bainbridge

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0 Revitalizing Rule 14a-8's ordinary business exclusion for shareholder proposals /ProfBainbridge/revitalizing-ordinary-business-exclusion revitalizingordinarybusinessexclusion-160330011813
Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions. The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements. ]]>
Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions. The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements. ]]> Wed, 30 Mar 2016 01:18:13 GMT /ProfBainbridge/revitalizing-ordinary-business-exclusion ProfBainbridge@slideshare.net(ProfBainbridge) Revitalizing Rule 14a-8's ordinary business exclusion for shareholder proposals ProfBainbridge Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions. The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/revitalizingordinarybusinessexclusion-160330011813-thumbnail.jpg?width=120&height=120&fit=bounds" /> Who decides what products a company should sell, what prices it should charge, and so on? Is it the board of directors, the top management team, or the shareholders? In large corporations, of course, the answer is the top management team operating under the supervision of the board. As for the shareholders, they traditionally have had no role in these sort of operational decisions. In recent years, however, shareholders have increasingly used SEC Exchange Act Rule 14a-8 (the so-called shareholder proposal rule), to not just manage but even micromanage corporate decisions. The rule permits a qualifying shareholder of a public corporation registered with the SEC to force the company to include a resolution and supporting statement in the company’s proxy materials for its annual meeting. In theory, Rule 14a-8 contains limits on shareholder micro-management. The rule permits management to exclude proposals on a number of both technical and substantive bases, of which the exclusion in Rule 14a-8(i)(7) of proposals relating to ordinary business operations is the most pertinent for present purposes. Rule 14a-8(i)(7) is intended to permit exclusion of a proposal that “seeks to ‘micro-manage’ the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment.” Unfortunately, court decisions have largely eviscerated the ordinary business operations exclusion. Corporate decisions involving “matters which have significant policy, economic or other implications inherent in them” may not be excluded as ordinary business matters, for example, which creates a gap through which countless proposals have made it onto corporate proxy statements.

Revitalizing Rule 14a-8's ordinary business exclusion for shareholder proposals from Stephen Bainbridge

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0 An Introduction to Benefit Corporations /slideshow/an-introduction-to-benefit-corporations/47343094 benefitcorporations-150423125434-conversion-gate02
This deck presents an introduction and overview of the so-called Benefit Corporation (a.k.a. the Public Benefit Corporation). It contrasts benefit corporations to related entities such as B Corps, flexible purpose corporations, non-profit corporations, and traditional business corporations.]]>
This deck presents an introduction and overview of the so-called Benefit Corporation (a.k.a. the Public Benefit Corporation). It contrasts benefit corporations to related entities such as B Corps, flexible purpose corporations, non-profit corporations, and traditional business corporations.]]> Thu, 23 Apr 2015 12:54:34 GMT /slideshow/an-introduction-to-benefit-corporations/47343094 ProfBainbridge@slideshare.net(ProfBainbridge) An Introduction to Benefit Corporations ProfBainbridge This deck presents an introduction and overview of the so-called Benefit Corporation (a.k.a. the Public Benefit Corporation). It contrasts benefit corporations to related entities such as B Corps, flexible purpose corporations, non-profit corporations, and traditional business corporations. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/benefitcorporations-150423125434-conversion-gate02-thumbnail.jpg?width=120&height=120&fit=bounds" /> This deck presents an introduction and overview of the so-called Benefit Corporation (a.k.a. the Public Benefit Corporation). It contrasts benefit corporations to related entities such as B Corps, flexible purpose corporations, non-profit corporations, and traditional business corporations.

An Introduction to Benefit Corporations from Stephen Bainbridge

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0 Corporate social responsibility: The policy debate /slideshow/corporate-social-responsibility-the-policy-debate/46097637 corporatesocialresponsibility-150320162512-conversion-gate01
This presentation provides an overview of several perspectives on corporate social responsibility, including a review of the famous Berle-Dodd debate of the 1930s and Milton Friedman's very famous NY Times article.]]>
This presentation provides an overview of several perspectives on corporate social responsibility, including a review of the famous Berle-Dodd debate of the 1930s and Milton Friedman's very famous NY Times article.]]> Fri, 20 Mar 2015 16:25:12 GMT /slideshow/corporate-social-responsibility-the-policy-debate/46097637 ProfBainbridge@slideshare.net(ProfBainbridge) Corporate social responsibility: The policy debate ProfBainbridge This presentation provides an overview of several perspectives on corporate social responsibility, including a review of the famous Berle-Dodd debate of the 1930s and Milton Friedman's very famous NY Times article. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/corporatesocialresponsibility-150320162512-conversion-gate01-thumbnail.jpg?width=120&height=120&fit=bounds" /> This presentation provides an overview of several perspectives on corporate social responsibility, including a review of the famous Berle-Dodd debate of the 1930s and Milton Friedman's very famous NY Times article.

Corporate social responsibility: The policy debate from Stephen Bainbridge

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0 Choosing a Toad for a 2014 Itasca Navion Motorhome /slideshow/report-43121236/43121236 report-141231134911-conversion-gate02
I've put together a report for a family meeting to choose our next car. We want a compact SUV that can be flat towed behind our Itasca Navion motorhome. When various other filters are applied we ended up with four choices: Chevrolet Equinox, GMC Terrain, Jeep Cherokee, and Jeep Wrangler. This report provides an overview of the pros and cons of the various cars.]]>
I've put together a report for a family meeting to choose our next car. We want a compact SUV that can be flat towed behind our Itasca Navion motorhome. When various other filters are applied we ended up with four choices: Chevrolet Equinox, GMC Terrain, Jeep Cherokee, and Jeep Wrangler. This report provides an overview of the pros and cons of the various cars.]]> Wed, 31 Dec 2014 13:49:11 GMT /slideshow/report-43121236/43121236 ProfBainbridge@slideshare.net(ProfBainbridge) Choosing a Toad for a 2014 Itasca Navion Motorhome ProfBainbridge I've put together a report for a family meeting to choose our next car. We want a compact SUV that can be flat towed behind our Itasca Navion motorhome. When various other filters are applied we ended up with four choices: Chevrolet Equinox, GMC Terrain, Jeep Cherokee, and Jeep Wrangler. This report provides an overview of the pros and cons of the various cars. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/report-141231134911-conversion-gate02-thumbnail.jpg?width=120&height=120&fit=bounds" /> I've put together a report for a family meeting to choose our next car. We want a compact SUV that can be flat towed behind our Itasca Navion motorhome. When various other filters are applied we ended up with four choices: Chevrolet Equinox, GMC Terrain, Jeep Cherokee, and Jeep Wrangler. This report provides an overview of the pros and cons of the various cars.

Choosing a Toad for a 2014 Itasca Navion Motorhome from Stephen Bainbridge

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0 Thoughts while waiting (and waiting) for Halliburton /slideshow/halliburton-bainbridge/36116652 halliburton-bainbridge-140620121157-phpapp01
I'm giving a talk today at the 2014 National Business Law Scholars Conference on the pending Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc. It would have been easier, of course, if the Supreme Court had decided the case by now, but ....]]>
I'm giving a talk today at the 2014 National Business Law Scholars Conference on the pending Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc. It would have been easier, of course, if the Supreme Court had decided the case by now, but ....]]> Fri, 20 Jun 2014 12:11:57 GMT /slideshow/halliburton-bainbridge/36116652 ProfBainbridge@slideshare.net(ProfBainbridge) Thoughts while waiting (and waiting) for Halliburton ProfBainbridge I'm giving a talk today at the 2014 National Business Law Scholars Conference on the pending Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc. It would have been easier, of course, if the Supreme Court had decided the case by now, but .... <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/halliburton-bainbridge-140620121157-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" /> I'm giving a talk today at the 2014 National Business Law Scholars Conference on the pending Supreme Court decision in Halliburton Co. v. Erica P. John Fund, Inc. It would have been easier, of course, if the Supreme Court had decided the case by now, but ....

Thoughts while waiting (and waiting) for Halliburton from Stephen Bainbridge

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0 Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law /slideshow/director-versus-shareholder-primacy-in-new-zealand-company-law-as-compared-to-usa-corporate-law/35187074 directorprimacynz2014-140527162939-phpapp01
Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail? On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule. Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights. Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored.]]>
Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail? On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule. Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights. Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored.]]> Tue, 27 May 2014 16:29:39 GMT /slideshow/director-versus-shareholder-primacy-in-new-zealand-company-law-as-compared-to-usa-corporate-law/35187074 ProfBainbridge@slideshare.net(ProfBainbridge) Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law ProfBainbridge Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail? On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule. Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights. Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/directorprimacynz2014-140527162939-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" /> Any model of corporate governance must answer two basic sets of questions: (1) Who decides? In other words, when push comes to shove, who has ultimate control? (2) Whose interests prevail? When the ultimate decision maker is presented with a zero sum game, in which it must prefer the interests of one constituency class over those of all others, whose interests prevail? On the means question, prior scholarship has almost uniformly favored either shareholder primacy or managerialism. On the ends question, prior scholarship has tended to favor either shareholder primacy or various stakeholder theories. In contrast, this author has proposed a “director primacy” model in which the board of directors is the ultimate decision maker but is required to evaluate decisions using shareholder wealth maximization as the governing normative rule. Shareholder primacy is widely assumed to be a defining characteristic of New Zealand company law. In assessing that assumption, it is essential to distinguish between the means and ends of corporate governance. As to the latter, New Zealand law does establish shareholder wealth maximization as the corporate objective. As to the former, despite assigning managerial authority to the board of directors, New Zealand company law gives shareholders significant control rights. Comparing New Zealand company law to the considerably more board-centric regime of U.S. corporate law raises a critical policy issue. If the separation of ownership and control mandated by the latter has significant efficiency advantages, as this article has argued, why has New Zealand opted for a more shareholder-centric model? The most plausible explanation focuses on domain issues, which suggest that there are a small number of New Zealand firms for which director primacy would be optimal. The unitary nature of the New Zealand government may also be a factor, because the competitive federalism inherent in the U.S. system of government promotes a race to the top in which efficient corporate law rules are favored.

Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law from Stephen Bainbridge

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0 New Zealand Takeovers Code versus USA Williams Act and Delaware Corporate Law /slideshow/new-zealand-takeovers-code-versus-usa-williams-act/34989888 newzealandtakeovercodeversususawilliamsact-140522031858-phpapp02
I was privileged to guest lecture the Takeovers course at the University of Auckland Faculty of Law on May 22, 2014. This presentation provides an overview of some key differences between the New Zealand Takeovers Code and US law.]]>
I was privileged to guest lecture the Takeovers course at the University of Auckland Faculty of Law on May 22, 2014. This presentation provides an overview of some key differences between the New Zealand Takeovers Code and US law.]]> Thu, 22 May 2014 03:18:58 GMT /slideshow/new-zealand-takeovers-code-versus-usa-williams-act/34989888 ProfBainbridge@slideshare.net(ProfBainbridge) New Zealand Takeovers Code versus USA Williams Act and Delaware Corporate Law ProfBainbridge I was privileged to guest lecture the Takeovers course at the University of Auckland Faculty of Law on May 22, 2014. This presentation provides an overview of some key differences between the New Zealand Takeovers Code and US law. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/newzealandtakeovercodeversususawilliamsact-140522031858-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" /> I was privileged to guest lecture the Takeovers course at the University of Auckland Faculty of Law on May 22, 2014. This presentation provides an overview of some key differences between the New Zealand Takeovers Code and US law.

New Zealand Takeovers Code versus USA Williams Act and Delaware Corporate Law from Stephen Bainbridge

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0 The state of legal education in the USA /slideshow/the-state-of-legal-education-in-the-usa/34890883 thestateoflegaleducationintheusa-140520025649-phpapp02
This is a presentation I gave to the University of Auckland Faculty of Law on May 19, 2014, on the state of legal education in the United States.]]>
This is a presentation I gave to the University of Auckland Faculty of Law on May 19, 2014, on the state of legal education in the United States.]]> Tue, 20 May 2014 02:56:49 GMT /slideshow/the-state-of-legal-education-in-the-usa/34890883 ProfBainbridge@slideshare.net(ProfBainbridge) The state of legal education in the USA ProfBainbridge This is a presentation I gave to the University of Auckland Faculty of Law on May 19, 2014, on the state of legal education in the United States. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/thestateoflegaleducationintheusa-140520025649-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" /> This is a presentation I gave to the University of Auckland Faculty of Law on May 19, 2014, on the state of legal education in the United States.

The state of legal education in the USA from Stephen Bainbridge

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0 Shareholder Activism in the United States: Managing Shareholder Interventions /slideshow/shareholder-activism-in-the-united-states-managing-shareholder-interventions/34889318 shareholderactivismintheunitedstates-shareholderactivismintheunitedstates-managingshareholderinterve-140520020205-phpapp01
This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415. Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders. There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions. This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors. This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable.]]>
This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415. Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders. There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions. This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors. This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable.]]> Tue, 20 May 2014 02:02:05 GMT /slideshow/shareholder-activism-in-the-united-states-managing-shareholder-interventions/34889318 ProfBainbridge@slideshare.net(ProfBainbridge) Shareholder Activism in the United States: Managing Shareholder Interventions ProfBainbridge This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415. Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders. There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions. This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors. This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/shareholderactivismintheunitedstates-shareholderactivismintheunitedstates-managingshareholderinterve-140520020205-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" /> This is a presentation I gave at the University of Auckland Faculty of Law on May 19, 2014. It is based on my paper Preserving Director Primacy by Managing Shareholder Interventions (August 27, 2013), which is available at SSRN: http://ssrn.com/abstract=2298415. Even though the primacy of the board of director primacy is deeply embedded in state corporate law, shareholder activism nevertheless has become an increasingly important feature of corporate governance in the United States. The financial crisis of 2008 and the ascendancy of the Democratic Party in Washington created an environment in which activists were able to considerably advance their agenda via the political process. At the same time, changes in managerial compensation, shareholder concentration, and board composition, outlook, and ideology, have also empowered activist shareholders. There are strong normative arguments for disempowering shareholders and, accordingly, for rolling back the gains shareholder activists have made. Whether that will prove possible in the long run or not, however, in the near term attention must be paid to the problem of managing shareholder interventions. This problem arises because not all shareholder interventions are created equally. Some are legitimately designed to improve corporate efficiency and performance, especially by holding poorly performing boards of directors and top management teams to account. But others are motivated by an activist’s belief that he or she has better ideas about how to run the company than the incumbents, which may be true sometimes but often seems dubious. Worse yet, some interventions are intended to advance an activist’s agenda that is not shared by other investors. This paper proposes managing shareholder interventions through changes to the federal proxy rules designed to make it more difficult for activists to effect operational changes, while encouraging shareholder efforts to hold directors and managers accountable.

Shareholder Activism in the United States: Managing Shareholder Interventions from Stephen Bainbridge

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0 A Quick Comparison of USA Corporate Law and New Zealand Company Law /slideshow/a-quick-comparison-of-usa-corporate-law-and-new-zealand-company-law/34884808 aquickcomparisonofusacorporatelawandnewzealandcompanylaw-140519224232-phpapp02
This presentation offers a quick comparison of USA corporate law and New Zealand company law, focusing on the role of the board of directors and its powers as compared to the role and powers of the shareholders.]]>
This presentation offers a quick comparison of USA corporate law and New Zealand company law, focusing on the role of the board of directors and its powers as compared to the role and powers of the shareholders.]]> Mon, 19 May 2014 22:42:32 GMT /slideshow/a-quick-comparison-of-usa-corporate-law-and-new-zealand-company-law/34884808 ProfBainbridge@slideshare.net(ProfBainbridge) A Quick Comparison of USA Corporate Law and New Zealand Company Law ProfBainbridge This presentation offers a quick comparison of USA corporate law and New Zealand company law, focusing on the role of the board of directors and its powers as compared to the role and powers of the shareholders. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/aquickcomparisonofusacorporatelawandnewzealandcompanylaw-140519224232-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" /> This presentation offers a quick comparison of USA corporate law and New Zealand company law, focusing on the role of the board of directors and its powers as compared to the role and powers of the shareholders.

A Quick Comparison of USA Corporate Law and New Zealand Company Law from Stephen Bainbridge

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0 Studying law in the united states-A guide for foreign LLM candidates /slideshow/studying-law-in-the-united-statesa-guide-for-foreign-llm-candidates/34884642 studyinglawintheunitedstates-140519223513-phpapp02
This is a brief overview for foreign law graduates considering pursuing an LLM degree at a U.S. law school, with specific application to the UCLA School of Law.]]>
This is a brief overview for foreign law graduates considering pursuing an LLM degree at a U.S. law school, with specific application to the UCLA School of Law.]]> Mon, 19 May 2014 22:35:13 GMT /slideshow/studying-law-in-the-united-statesa-guide-for-foreign-llm-candidates/34884642 ProfBainbridge@slideshare.net(ProfBainbridge) Studying law in the united states-A guide for foreign LLM candidates ProfBainbridge This is a brief overview for foreign law graduates considering pursuing an LLM degree at a U.S. law school, with specific application to the UCLA School of Law. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/studyinglawintheunitedstates-140519223513-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" /> This is a brief overview for foreign law graduates considering pursuing an LLM degree at a U.S. law school, with specific application to the UCLA School of Law.

Studying law in the united states-A guide for foreign LLM candidates from Stephen Bainbridge

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0 Recent Developement in USA Insider Trading Law /slideshow/usa-insider-trading-law-recent-developments/34690096 usainsidertradinglaw-140514152444-phpapp02
A review of insider trading law, with emphasis on its application to recent cases involving hedge funds. Reviews Preet Bharara’s scorecard, the Galleon case, materiality and the “Mosaic Theory," and tipping chains.]]>
A review of insider trading law, with emphasis on its application to recent cases involving hedge funds. Reviews Preet Bharara’s scorecard, the Galleon case, materiality and the “Mosaic Theory," and tipping chains.]]> Wed, 14 May 2014 15:24:44 GMT /slideshow/usa-insider-trading-law-recent-developments/34690096 ProfBainbridge@slideshare.net(ProfBainbridge) USA Insider Trading Law: Recent Developments ProfBainbridge A review of insider trading law, with emphasis on its application to recent cases involving hedge funds. Reviews Preet Bharara’s scorecard, the Galleon case, materiality and the “Mosaic Theory," and tipping chains. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/usainsidertradinglaw-140514152444-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" /> A review of insider trading law, with emphasis on its application to recent cases involving hedge funds. Reviews Preet Bharara’s scorecard, the Galleon case, materiality and the “Mosaic Theory," and tipping chains.

USA Insider Trading Law: Recent Developments from Stephen Bainbridge

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0 Defending the Board Centric Model of Corporate Governance /slideshow/defending-the-board-centric-model-of-corporate-governance/33428097 directorprimacyucla2014-140411175229-phpapp01
All organizations must have some mechanism for aggregating the preferences of the organization’s constituencies and converting them into collective decisions. As Kenneth Arrow explained in work that provided the foundation on which the director primacy model was constructed, such mechanisms fall out on a spectrum between “consensus” and “authority.” Consensus-based structures are designed to allow all of a firm’s stakeholders to participate in decision making. Authority-based decision-making structures are characterized by the existence of a central decision maker to whom all firm employees ultimately report and which is empowered to make decisions unilaterally without approval of other firm constituencies. Such structures are best suited for firms whose constituencies face information asymmetries and have differing interests. It is because the corporation demonstrably satisfies those conditions that vesting the power of fiat in a central decision maker—i.e., the board of directors—is the essential characteristic of its governance. Shareholders have widely divergent interests and distinctly different access to information. To be sure, most shareholders invest in a corporation expecting financial gains, but once uncertainty is introduced shareholder opinions on which course will maximize share value are likely to vary widely. In addition, shareholder investment time horizons vary from short-term speculation to long-term buy-and-hold strategies, which in turn is likely to result in disagreements about corporate strategy. Likewise, shareholders in different tax brackets are likely to disagree about such matters as dividend policy, as are shareholders who disagree about the merits of allowing management to invest the firm’s free cash flow in new projects. As to Arrow’s information condition, shareholders lack incentives to gather the information necessary to actively participate in decision making. A rational shareholder will expend the effort necessary to make informed decisions only if the expected benefits outweigh the costs of doing so. Given the length and complexity of corporate disclosure documents, the opportunity cost entailed in making informed decisions is both high and apparent. In contrast, the expected benefits of becoming informed are quite low, as most shareholders’ holdings are too small to have significant effect on the vote’s outcome. Accordingly, corporate shareholders are rationally apathetic. In sum, it would be surprising if the modern public corporation’s governance arrangements attempted to make use of consensus-based decision making anywhere except perhaps within the central decision-making body at the apex of a branching hierarchy. Given the collective action problems inherent with such a large number of potential decision makers, the differing interests of shareholders, and their varying levels of knowledge about the firm, it is “cheaper and more efficient to transmit all the pieces of information to a central place.]]>
All organizations must have some mechanism for aggregating the preferences of the organization’s constituencies and converting them into collective decisions. As Kenneth Arrow explained in work that provided the foundation on which the director primacy model was constructed, such mechanisms fall out on a spectrum between “consensus” and “authority.” Consensus-based structures are designed to allow all of a firm’s stakeholders to participate in decision making. Authority-based decision-making structures are characterized by the existence of a central decision maker to whom all firm employees ultimately report and which is empowered to make decisions unilaterally without approval of other firm constituencies. Such structures are best suited for firms whose constituencies face information asymmetries and have differing interests. It is because the corporation demonstrably satisfies those conditions that vesting the power of fiat in a central decision maker—i.e., the board of directors—is the essential characteristic of its governance. Shareholders have widely divergent interests and distinctly different access to information. To be sure, most shareholders invest in a corporation expecting financial gains, but once uncertainty is introduced shareholder opinions on which course will maximize share value are likely to vary widely. In addition, shareholder investment time horizons vary from short-term speculation to long-term buy-and-hold strategies, which in turn is likely to result in disagreements about corporate strategy. Likewise, shareholders in different tax brackets are likely to disagree about such matters as dividend policy, as are shareholders who disagree about the merits of allowing management to invest the firm’s free cash flow in new projects. As to Arrow’s information condition, shareholders lack incentives to gather the information necessary to actively participate in decision making. A rational shareholder will expend the effort necessary to make informed decisions only if the expected benefits outweigh the costs of doing so. Given the length and complexity of corporate disclosure documents, the opportunity cost entailed in making informed decisions is both high and apparent. In contrast, the expected benefits of becoming informed are quite low, as most shareholders’ holdings are too small to have significant effect on the vote’s outcome. Accordingly, corporate shareholders are rationally apathetic. In sum, it would be surprising if the modern public corporation’s governance arrangements attempted to make use of consensus-based decision making anywhere except perhaps within the central decision-making body at the apex of a branching hierarchy. Given the collective action problems inherent with such a large number of potential decision makers, the differing interests of shareholders, and their varying levels of knowledge about the firm, it is “cheaper and more efficient to transmit all the pieces of information to a central place.]]> Fri, 11 Apr 2014 17:52:28 GMT /slideshow/defending-the-board-centric-model-of-corporate-governance/33428097 ProfBainbridge@slideshare.net(ProfBainbridge) Defending the Board Centric Model of Corporate Governance ProfBainbridge All organizations must have some mechanism for aggregating the preferences of the organization’s constituencies and converting them into collective decisions. As Kenneth Arrow explained in work that provided the foundation on which the director primacy model was constructed, such mechanisms fall out on a spectrum between “consensus” and “authority.” Consensus-based structures are designed to allow all of a firm’s stakeholders to participate in decision making. Authority-based decision-making structures are characterized by the existence of a central decision maker to whom all firm employees ultimately report and which is empowered to make decisions unilaterally without approval of other firm constituencies. Such structures are best suited for firms whose constituencies face information asymmetries and have differing interests. It is because the corporation demonstrably satisfies those conditions that vesting the power of fiat in a central decision maker—i.e., the board of directors—is the essential characteristic of its governance. Shareholders have widely divergent interests and distinctly different access to information. To be sure, most shareholders invest in a corporation expecting financial gains, but once uncertainty is introduced shareholder opinions on which course will maximize share value are likely to vary widely. In addition, shareholder investment time horizons vary from short-term speculation to long-term buy-and-hold strategies, which in turn is likely to result in disagreements about corporate strategy. Likewise, shareholders in different tax brackets are likely to disagree about such matters as dividend policy, as are shareholders who disagree about the merits of allowing management to invest the firm’s free cash flow in new projects. As to Arrow’s information condition, shareholders lack incentives to gather the information necessary to actively participate in decision making. A rational shareholder will expend the effort necessary to make informed decisions only if the expected benefits outweigh the costs of doing so. Given the length and complexity of corporate disclosure documents, the opportunity cost entailed in making informed decisions is both high and apparent. In contrast, the expected benefits of becoming informed are quite low, as most shareholders’ holdings are too small to have significant effect on the vote’s outcome. Accordingly, corporate shareholders are rationally apathetic. In sum, it would be surprising if the modern public corporation’s governance arrangements attempted to make use of consensus-based decision making anywhere except perhaps within the central decision-making body at the apex of a branching hierarchy. Given the collective action problems inherent with such a large number of potential decision makers, the differing interests of shareholders, and their varying levels of knowledge about the firm, it is “cheaper and more efficient to transmit all the pieces of information to a central place. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/directorprimacyucla2014-140411175229-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" /> All organizations must have some mechanism for aggregating the preferences of the organization’s constituencies and converting them into collective decisions. As Kenneth Arrow explained in work that provided the foundation on which the director primacy model was constructed, such mechanisms fall out on a spectrum between “consensus” and “authority.” Consensus-based structures are designed to allow all of a firm’s stakeholders to participate in decision making. Authority-based decision-making structures are characterized by the existence of a central decision maker to whom all firm employees ultimately report and which is empowered to make decisions unilaterally without approval of other firm constituencies. Such structures are best suited for firms whose constituencies face information asymmetries and have differing interests. It is because the corporation demonstrably satisfies those conditions that vesting the power of fiat in a central decision maker—i.e., the board of directors—is the essential characteristic of its governance. Shareholders have widely divergent interests and distinctly different access to information. To be sure, most shareholders invest in a corporation expecting financial gains, but once uncertainty is introduced shareholder opinions on which course will maximize share value are likely to vary widely. In addition, shareholder investment time horizons vary from short-term speculation to long-term buy-and-hold strategies, which in turn is likely to result in disagreements about corporate strategy. Likewise, shareholders in different tax brackets are likely to disagree about such matters as dividend policy, as are shareholders who disagree about the merits of allowing management to invest the firm’s free cash flow in new projects. As to Arrow’s information condition, shareholders lack incentives to gather the information necessary to actively participate in decision making. A rational shareholder will expend the effort necessary to make informed decisions only if the expected benefits outweigh the costs of doing so. Given the length and complexity of corporate disclosure documents, the opportunity cost entailed in making informed decisions is both high and apparent. In contrast, the expected benefits of becoming informed are quite low, as most shareholders’ holdings are too small to have significant effect on the vote’s outcome. Accordingly, corporate shareholders are rationally apathetic. In sum, it would be surprising if the modern public corporation’s governance arrangements attempted to make use of consensus-based decision making anywhere except perhaps within the central decision-making body at the apex of a branching hierarchy. Given the collective action problems inherent with such a large number of potential decision makers, the differing interests of shareholders, and their varying levels of knowledge about the firm, it is “cheaper and more efficient to transmit all the pieces of information to a central place.

Defending the Board Centric Model of Corporate Governance from Stephen Bainbridge

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0 Nonprofit Director Fiduciary Duties /slideshow/nonprofit-director-fiduciary-duties/11979586 nonprofitboardtraining-13315934531013-phpapp01-120312182352-phpapp01
An overview of the fiduciary duties of members of nonprofit boards of directors.]]>
An overview of the fiduciary duties of members of nonprofit boards of directors.]]> Mon, 12 Mar 2012 18:05:45 GMT /slideshow/nonprofit-director-fiduciary-duties/11979586 ProfBainbridge@slideshare.net(ProfBainbridge) Nonprofit Director Fiduciary Duties ProfBainbridge An overview of the fiduciary duties of members of nonprofit boards of directors. <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/nonprofitboardtraining-13315934531013-phpapp01-120312182352-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" /> An overview of the fiduciary duties of members of nonprofit boards of directors.

Nonprofit Director Fiduciary Duties from Stephen Bainbridge

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0 Dodd Frank Executive Comp Valcon /slideshow/dodd-frank-executive-comp-valcon/11758654 doddfrankexecutivecompvalcon-13302905932475-phpapp01-120226151209-phpapp01
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]]> Sun, 26 Feb 2012 15:10:12 GMT /slideshow/dodd-frank-executive-comp-valcon/11758654 ProfBainbridge@slideshare.net(ProfBainbridge) Dodd Frank Executive Comp Valcon ProfBainbridge <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/doddfrankexecutivecompvalcon-13302905932475-phpapp01-120226151209-phpapp01-thumbnail.jpg?width=120&height=120&fit=bounds" />

Dodd Frank Executive Comp Valcon from Stephen Bainbridge

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0 Say On Pay /slideshow/say-on-pay-11758627/11758627 sayonpay-1330290404278-phpapp02-120226150734-phpapp02
]]>
]]> Sun, 26 Feb 2012 15:07:10 GMT /slideshow/say-on-pay-11758627/11758627 ProfBainbridge@slideshare.net(ProfBainbridge) Say On Pay ProfBainbridge <img style="border:1px solid #C3E6D8;float:right;" alt="" src="https://cdn.slidesharecdn.com/ss_thumbnails/sayonpay-1330290404278-phpapp02-120226150734-phpapp02-thumbnail.jpg?width=120&height=120&fit=bounds" />

Say On Pay from Stephen Bainbridge

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0 https://public.slidesharecdn.com/v2/images/profile-picture.png Corporate law professor, Catholic, Burkean conservative, blogger, technophile, oenophile, amateur chef and pundit, SF reader, fantasy football player https://cdn.slidesharecdn.com/ss_thumbnails/interestgroupanalysisofdelawarelaw-170316172513-thumbnail.jpg?width=320&height=320&fit=bounds slideshow/interest-group-analysis-of-delaware-law/73219584 Interest group analysi... https://cdn.slidesharecdn.com/ss_thumbnails/parableofthetalents-170310022325-thumbnail.jpg?width=320&height=320&fit=bounds slideshow/the-law-and-economics-of-the-parable-of-the-talents/73006744 The Law and Economics ... https://cdn.slidesharecdn.com/ss_thumbnails/duediligenceandmalegalissues-160416000611-thumbnail.jpg?width=320&height=320&fit=bounds slideshow/ma-law-the-lawyers-role-recent-delaware-developments/60976604 M&A Law: The Lawyer's ...