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 investigates government takings’ effect on entrepreneurship and the market process.

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.

This essay discusses Kahan’s erudite and insightful—though sometimes exasperating—work, and takes the opportunity to develop some ideas on the topic, ideas in line with Hayek’s thought.