Abstract: Is the extiaction of private benefits by the firm’s controllers only an
issue for minority or non-controlling shareholders? Korea’s treatment of such
conduct (often called “tunneling”) provides useful insights to this question.
Tunneling by controlling shareholders, which has traditionally been the concern
of corporate governance law…[Read more]

Access to corporate infom1ation plays a pivotal role in stockholder litigation. One key to that access is stockholders’ statutory right to inspect a corporation’s books and records prior to filing litigation, enshrined in the Delaware General Corporation Law’s Section 220. In the context of derivative actions brought by a stockholder on behalf of…[Read more]

A transaction between a corporation and its director or
officer (a “related party transaction”) presents conflicts of
interest that could harm, or alternatively, could also benefit
the corporation. To sort beneficial related party transactions
from detrimental ones, the current legal regime relies on both
ex ante screening and ex post…[Read more]

Stock exchanges, as regulating entities supervised by the
Securities and Exchange Commission (SEC), have wielded their
rulemaking power on various corporate governance issues,
ranging from the independent board committee requirement
adopted in 2003 to the board diversity requirement approved in
2021. Simultaneously, as for-profit corporate…[Read more]

State corporate laws require shareholder approval for corporate charter
amendments, but only the board of directors has the power to propose how to amend charters. The directors’ exclusive power over charter amendment proposals creates a potential for managerial opportunism by refusing to propose amendments that empower shareholders or by…[Read more]

This Essay seeks to shine additional light on the
potential of the underutilized Thirteenth Amendment (as
contrasted to the much-litigated Fourteenth Amendment
Equal Protection Clause) for advancing racial justice and
equity. The Essay suggests the Thirteenth Amendment provides strong constitutional basis for an unapologetic embrace of the…[Read more]

Ever since Europeans first settled the continent over four hundred years ago,
racial injustice has existed in North America. The attempted destruction of
Indigenous Nations and families in the pursuit of land and resources, along with the
formal legal recognition of human bondage in the United States for nearly a century following the nation’s…[Read more]

This Article builds upon the foundation laid in 2018 in Racial Justice
Demands Truth & Reconciliation, which outlined the sad reality of “a persistent,
deeply-rooted systemic racism [that] has worked, without interruption, to oppress
people of color on this continent . . . [f]rom the earliest days of the slave markets of
Virginia in 1619, to…[Read more]

mpeachment is not the most quotable of subjects, but in April 1970,
House Minority Leader Gerald Ford managed to make it so. Spearheading
a doomed attempt to impeach Supreme Court Justice William 0. Douglas,
Ford famously said that an impeachable offense is “whatever a majority of
the House of Representatives considers to be at a given moment…[Read more]

Under U.S. House precedent, any member-elect can challenge the right of
any other member-elect to take the oath of office at the beginning of a new term.
The uncontested members-elect then swear in and decide the fate of those who
were forced to stand aside. If the House is closely divided and there are
disputed elections at the margins, a…[Read more]