Recent Articles

Director Primacy at Wikipedia

Steve Bainbridge
January 07, 2009 20:14

There’s a stub entry at Wikipedia on director primacy: Director Primacy is a theory of the firm that was introduced by Stephen M Bainbridge (Professor - UCLA School of Law) in an article in Northwestern University Law Review in 2003 Vol 97 No 2. He argues that traditional firm theory is...

Reshaping the Playing Field: Investor Activism

Steve Bainbridge
January 07, 2009 03:10

My essay Reshaping the Playing Field: Will investor activism change corporate governance and benefit shareholders? was published in the last issue of Regulation and is now available online. [continued on site]

Corporate Governance Topics Seminar

Steve Bainbridge
January 06, 2009 23:42

I’m teaching a topics in corporate governance research and writing seminar. I’m taking a new (to me) approach, which I thought I’d share. It’s going to be a lot of work for both the students and myself, but I’m very hopeful that we’ll get some high quality work...

Minority Shareholder Voice

Steve Bainbridge
January 05, 2009 22:35

Benjamin Means relies on “Albert Hirschman?s classic insight that exit and voice are interrelated mechanisms” to argue that: Because minority shareholder oppression is made possible by the normal features of the close corporation ? majority control, locked investment ? courts face the...

First Day Blues

Steve Bainbridge
January 05, 2009 17:48

I love teaching, but I’m almost always in a bit of a funk the first few days of the spring semester. Maybe because we start so early here at UCLA. Who knows? But relief may be at hand: The end of the holidays, cold weather and economic gloom will make today one of the most stressful days of...

Why not a MBCA or DGCL version of UPA (1997) 103(b)?

Steve Bainbridge
December 09, 2008 20:21

A Business Associations student asked a very perceptive question today: Why don’t the Delaware General Corporation Law and the Model Business Corporation Act have a provision equivalent to UPA (1997) section 103(b)? To be sure, the close corporation shareholder agreement sections of the...

Transactional Engineers or Entomologists

Steve Bainbridge
December 01, 2008 21:46

Jeff Lipshaw has posted a really fun and thoughtful paper, entitled Beetles, Frogs, and Lawyers: The Scientific Demarcation Problem in the Gilson Theory of Value Creation: Recently, Ronald Gilson described a transactional lawyer turned law professor as someone who was a beetle, but became an...

Vote for PB.com

Steve Bainbridge
December 01, 2008 21:17

I’ve been nominated as having one of the top law professor blogs by the ABA Journal: This site is home to UCLA law professor Stephen Bainbridgeâ??s three blogs devoted to law and business, wine and food, and punditryâ??the latter located appropriately on the right side of the page. How g...

The Insider Trading Charges Against Mark Cuban

Steve Bainbridge
November 20, 2008 17:58

The SEC today announced that: The Securities and Exchange Commission today charged Dallas entrepreneur Mark Cuban with insider trading for selling 600,000 shares of the stock of an Internet search engine company on the basis of material, non-public information concerning an impending stock...

Stoneridge and the Supreme Court’s Dubious Track Record in Securities Cases

Steve Bainbridge
November 20, 2008 03:21

I recently ran across a very nice article by Professor Rodney Chrisman on the Stoneridge case, 26 QLR 839, in which he was kind enough to bring to bear a point I made about O’Hagan and extend it to Stoneridge: Commentators describe the Court’s opinion in O’Hagan with varying...