The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 has ensured that a shareholder’s ability to place nominees to the board onto the corporate ballot, an objective long advocated by the institutional investor community, will soon be implemented by the Securities and Exchange Commission. Advocates of proxy access urge that it will help hold Boards of Directors accountable to their owners. Critics argue that it will give conflicted shareholders, like unions and state pensions, power they will use to facilitate their political objectives at the expense of ordinary shareholders. The shareholder primacy and director primacy theories of corporate law have framed an extensive debate in the literature. Regardless of which theory holds force, we can expect Boards to implement defensive strategies in the wake of proxy access to limit shareholder power, in the same way that Boards implemented defensive tactics in response to the hostile takeovers of the mid-1980s. Delaware’s review of Board proxy access defenses will shape its role in the foreseeable future in much the same way review of Board takeover defenses shaped its role over the last 20 years.
This paper analyzes the connection between discrimination and entrepreneurship. The study contends that the entrepreneur is the central mechanism through which inefficiencies associated with discrimination are competed away. In addition to illuminating the mechanism through which existing discrimination tends to be eliminated, we also consider the more difficult case of consumer discrimination.
The fatal conceit is the assumption that the world can be shaped according to human desires. This chapter argues that the logic of the fatal conceit can be applied to foreign interventions which go beyond the limits of what can be rationally constructed by reason alone. The characteristics outlined in this paper explain why interventions extending beyond the limits of what can be rationally constructed tend to fail.
Why do criminals use constitutions? This paper argues that constitutions perform three functions in criminal organizations. By performing these functions, constitutions facilitate criminal cooperation and enhance criminals’ profit.
Perhaps most important in bringing pirates to their end was a series of early 18th-century legal changes that made it possible to effectively prosecute them. This short paper’s purpose is to recount those legal changes and document their effectiveness. Its other purpose is to analyze pirates’ response to the legal changes designed to exterminate them, which succeeded, at least partly, in frustrating the government’s goal.
Join Tyler Cowen and Peter Thiel in a serious dialogue on the ideas and policies that will shape the future of innovation and progress. This is the inaugural event of the Mercatus Center’s new Conversations with Tyler event series.