Sitemap - 2025 - Bainbridge on Corporations

Anticipating Chairman Paul Atkins Spring 2026 Agenda for the Securities and Exchange Commission

Shareholder Activism in Closed-End Funds: An Empirical Analysis

Miscellaneous Short Items

Delaware Supreme Court Reverses Chancellor McCormick and Reinstates Elon Musk's 2018 Tesla Compensation Plan

Mandatory Arbitration of Shareholder Class Action Lawsuits

Exploring the Outer Limits of a Corporate Officer's Fiduciary Duties - The Problem of Personal Misconduct Part 3

Exploring the Outer Limits of a Corporate Officer's Fiduciary Duties - The Problem of Personal Misconduct Part 2

Exploring the Outer Limits of a Corporate Officer's Fiduciary Duties - The Problem of Personal Misconduct Part 1A

Exploring the Outer Limits of a Corporate Officer's Fiduciary Duties - The Problem of Personal Misconduct Part 1

Does Corwin survive Delaware SB 21?

Are Plaintiff Attorneys' Fee Awards in the Delaware Chancery Court Excessive? Part III

Are Plaintiff Attorneys' Fee Awards in the Delaware Chancery Court Excessive? Part II

Are Plaintiff Attorneys' Fee Awards in the Delaware Chancery Court Excessive? Part I

Securities and Exchange Commission Getting Out of the No Action Letter Business re Shareholder Proposals

Coinbase's Implausible Explanation for DExiting

Matt Levine on Short-term Bias and AI Investments

Is Anyone Worth $1,000,000,000,000?

Board-Centric Contractarianism

The (State) Constitutionality of Delaware SB 21's Safe Harbors for Conflicted Controller Transactions

New Legal Scholarship: Anderson's “The Evolution of the Poison Pill”

Executive Perks and SEC Disclosure: Outdated Rules in a Modern World

The Future of SEC Executive Compensation Disclosure: Reform, Relevance, and Investor Impact

Don't Trust Legal AIs

Revisiting SEC Executive Compensation Rules

Are Sales of a Control Block a Controlling Shareholder Transaction Under DGCL § 144, as Amended by SB 21?

New Bainbridge Books for Lawyers, Judges, and Law Students

The Delaware Supreme Court Heard Oral Argument in Elon Musk’s Compensation Case

SEC Chair Paul Atkins Continues His Focus on Reforming SEC Rule 14a-8 (The Shareholder Proposal Rule): Part II

SEC Chair Paul Atkins Continues His Focus on Reforming SEC Rule 14a-8 (the Shareholder Proposal Rule): Part I

Separating the CEO and Board Chair Positions

Corporate Law Backstories

Conflicted Director and Officer Transactions Post-SB 21

Disney Shareholders Seeking Books and Records Inspection of Documents Related to Jimmy Kimmel Suspension

Why I Still Teach Dodge v. Ford Motor Co.

The Mandatory Disclosure Debate and Behavioral Economics

Readings on Mandatory Disclosure

Bainbridge's Advanced Corporation Law (Second Edition) Published

Should We Eliminate Quarterly Earnings Reports (Or, At Least, Make Them Optional)? Part 3

Should We Eliminate Quarterly Earnings Reports (Or, At Least, Make Them Optional)? Part 2

Should We Eliminate Quarterly Earnings Reports (Or, At Least, Make Them Optional)? Part 1

A Corporation is Not a Democracy

Apparent Authority of Corporate Agents Created by Shareholders (If Any): Part 2

Apparent Authority of Corporate Agents Created by Shareholders (If Any): Part 1

The Ongoing Decline in the Number of US Public Corporations

Joel Friedlander on Criticism of Chancellor McCormick and Vice Chancellor Laster

The Incentives of Delaware Judges to Choose Indeterminacy

While We're on the Subject of Dartmouth College

Corporate Charters as Contracts in Dartmouth College

Back to School Special

The Puzzling Role of Apparent Authority in Vicarious Liability

An Open Letter to the American Bar Association Council on Legal Education on Experiential Learning

Verstein's Corporate Census Yields Provocative Implications About, among other things, Delaware's Dominance

The Montana "Transparent Election Initiative": Part 2

The Montana "Transparent Election Initiative": Part 1

Making Delaware Corporate Law: The Players' Incentives Part III

Making Delaware Corporate Law: The Players' Incentives Part II

Making Delaware Corporate Law: The Players' Incentives Part I

Are We All Just Copying and Pasting Our Way to Legal Malpractice?

Recent Corporate Law Scholarship of Interest

Accountability is Not Corporate Law's Sole Value

Revisiting the Business Roundtable's Social Justice Manifesto

When New York Tried to Crowdsource Naval Warfare: The Forgotten Story of America's Second Corporate Law

ICYMI: Delaware SB 21 Posts

Shareholder Inspection Rights After SB 21: How Would AmerisourceBergen Come Out Now?

Beyond Price and Boilerplate: The Hidden World of Precedent Terms in Contract Law

Business Associations (12 Edition) Update Available

Bainbridge and Henderson Discussing "Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance"

Firm Complexity and Board Size

Andreessen Horowitz is Leaving Delaware for Nevada

My article, DExit Drivers: Is Delaware’s Dominance Threatened?, Has Been Published

The Case Against Naming and Shaming

Shaming as Sanction in Delaware Corporate Law

The Case Against Portfolio-Wide Fiduciary Duties

Shareholder Proposals and the "Significance"/"Relevance" Test

Comments on the SEC's June 26th Roundtable on Executive Compensation

A Historical Note on Shareholder Information Rights (with a Side Note on Delaware SB 21)

SEC Reverses Guidance Encouraging Disclosure of Overseas Environmental Litigation

Recent Scholarship of Note: The Market Value of Partisan Balance

Trump's Golden Share in US Steel

Paul Atkins' SEC Rejects Gary Gensler's Plan to Encourage Shareholder Proposals

Is Delaware SB 21 Constitutional?

If a board of directors authorizes corporate employees to break traffic regulations, has the board breached its fiduciary duties?

NCPPR v. United Airlines: Shareholder Inspection Rights versus Exclusive Forum Bylaws

NCPPR v. United Airlines: The Proper Purpose Problem

NCPPR v. United Airlines: Choice of Law and Books and Records Inspections

NCPPR v. United Airlines: Books and Records Inspections Post-SB 21

The House Republicans Propose Reassessing Sarbanes-Oxley

Restating the Law of Conflicted Controller Transactions: Part 4

Recent Scholarship Note: Park on Crypto Associations

Restating the Law of Conflicted Controller Transactions: Part 3

Restating the Law of Conflicted Controller Transactions: Part 2B

Recent Scholarship: What are the Costs of Weakening Shareholder Primacy? DExit and Corporate Purpose Implications

Restating the Law of Conflicted Controller Transactions: Part 2A

The Profit Motive: Defending Shareholder Value Maximization (Video)

A Free Explainer: "Delaware Senate Bill 21: What It Does and What Questions Remain Open"

Habemus Papam: Thinking About Leo XIV's Choice of Name

Brief of Current and Retired Practitioners and Professors as Amici Curiae in Support of Reversal in In re Tesla, Inc. Derivative Litigation

Restating the Law of Conflicted Controller Transactions: Part 1

I hope the WSJ Doesn't have a Trademark on its Off Duty Section

Has Tesla's Board Grown a Spine? And its Legal Consequences.

Will There be a "Switch in Time that Saved Nine" Moment in Delaware?

Faith-Based Investing and Religious Liberty

Political Partisanship and Public Pension Funds

With Tesla stock cratering, can shareholders sue Elon Musk?

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