How should the norms of corporate governance and disclosure policy change (at the SEC
and elsewhere) in light of new market conditions and a changing population of …

Five years ago, the new Trump Administration debuted the use of a set of tools that allow a
president to roll back a predecessor's policies outside of textbook administrative law. 1 The …

Insiders have long attempted to retain control of companies after they go public in an initial
public offering (IPO). Traditionally, they have done so by creating dual-class structures that …

In economics literature, public policies are often compared to the benchmark of a benevolent
regulator-one that maximizes social welfare while balancing the interests of all affected …

The default voting rule in corporate law is “one share, one vote.” 1 At Amazon, for example,
founder and CEO Jeff Bezos owns 11% of the shares and may cast 11% of the votes. 2 At …

A series of recent Delaware decisions highlights the Delaware courts' growing skepticism
toward corporate actions in controlled companies. We analyze these decisions, noting their …

The biggest trend in Anglo-American capital markets is the growth of investment funds
focused on what is variously termed," sustainable,"" socially responsible," or" ESG" …

The conventional view of dual-class structures assumes that the alternative to a dual-class
IPO is a single-class IPO, where shareholders' voting power aligns with their economic …

This chapter examines dual class common stock. Dual class stock has evolved from a
vehicle used largely by insiders in family owned and media companies to retain control into …

Without a doubt, Professor Jill E. Fisch is one of the most influential scholars in the corporate
and securities law space. Whether we measure her contributions by awards, areas of …