Shareholder capitalism
What Is the Furor Behind Delaware SB 21?
Lawrence A. Cunningham reviews the arguments over Delaware’s recently signed Senate Bill 21, which changes corporate governance law in the state in favor of corporate management, and discusses what developments may come next.
Antitrust Alone Cannot Solve the Big Tech Problem Â
Madhavi Singh argues that antitrust alone cannot reign in Big Tech monopolies. Antitrust efforts need to be supplemented by changes to corporate governance that incorporate the interests of all stakeholders and not just those of profit-maximizing shareholders.
Tesla Directors Took a Big Accounting Bet With No Independent Accounting Advice
Lucian Bebchuk and Robert Jackson argue that the Tesla board’s prediction that restoring Musk’s old pay package would require no new compensation charge to Tesla’s financial statement seems not to have been based on any independent accounting advice. This could carry substantial risks for Tesla stockholders.
Tesla Should Take the Court Decision Seriously, Not Dismissively
Lucian Bebchuk argues that, in response to the Delaware court decision invalidating the 2018 pay grant to Elon Musk, the Tesla board did not react with contrition and an attempt to improve its governance, but rather followed an approach of dismissal and defiance.
Tesla Is Short on Director Independence
Lucian Bebchuk and Robert Jackson discuss how Tesla is failing to bolster director independence despite a highly critical court opinion.
Tesla Investors Deserve Musk’s Attention
Lucian Bebchuk and Robert Jackson argue that Tesla’s proposal to ratify Elon Musk’s $50 billion pay package would fail to secure Musk’s devotion of time and effort to Tesla rather than other endeavors, just as its past pay arrangement did.
The Elephant in Tesla’s Boardroom
Lucian Bebchuk and Robert Jackson discuss how Elon Musk’s threat to develop AI projects outside Tesla may distort investors’ votes on restoring his large options grant.
Shareholder Democracy Doesn’t Work. Here’s How It Can.
An opinion piece by Oliver Hart and Luigi Zingales describes how a new voting mechanism could help individual investors persuade companies to act in...
How the Covid-19 Pandemic Put Corporate Stakeholder Promises to the Test
Prior to the outbreak of Covid-19, corporate leaders pledged to look after all stakeholders, not just deliver value to shareholders. Did they live up...
Managers Should Satisfy Only the Ethically Permissible Preferences of Shareholders
Oliver Hart and Luigi Zingales have proposed a revision to the dominant model of the objective of the firm, most famously defended by Milton...
