Vol. 124 No. 1 In Corporate Political Speech: Who Decides?, Professors Lucian Bebchuk and Robert Jackson consider the implications of Citizens United for corporations and corporate governance. They argue that political speech decisions – whether and how to engage in corporate political speech – differ significantly from and should not be subject to the rules governing ordinary business decisions for which corporate decisionmaking structures were designed. Professors Bebchuk and Jackson develop proposals for corporate law rules designed to align political speech decisions with shareholder interests and protect dissenting minority shareholders.
Vol. 123 No. 7 Because corporate charters can be amended only with shareholder approval, it is widely believed that new charter provisions appear in midstream only if shareholders favor them. However, the approval requirement may fail to prevent the adoption of charter provisions disfavored by shareholders if management bundles them with measures enjoying shareholder support. This Article provides the first systematic evidence that managements have been using bundling to introduce antitakeover defenses that shareholders would likely reject if they were to vote on them separately.