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Book The Corporate Practice of Gerrymandering the Voting Rights of Common Stockholders and the Case for Measured Reform

Download or read book The Corporate Practice of Gerrymandering the Voting Rights of Common Stockholders and the Case for Measured Reform written by Benjamin Barocas and published by . This book was released on 2019 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The voting rights of common stockholders have been gerrymandered though the use of dual-class and multi-class governance structures, which drive a wedge between the economic interests and voting entitlements of shareholders. These corporate governance structures are designed to preserve control for corporate insiders, including founders and family members. Insiders can secure majority voting power in corporate affairs without needing to retain a proportionate economic interest in the enterprise. The corollary is that ordinary shareholders are not afforded a commensurate amount of voting rights with their economic interest. Main Street investors have a diminished voice, and their ability to influence the decision-making of firms is diluted. Dual-class and multi-class stock governance structures are employed to secure control for insiders who would otherwise lack majority control of the corporation based on their economic interest alone. The use of dual-class common stock regimes by Alphabet, Facebook, Spotify, and other prominent technology firms has thrust the issue of disproportionate voting structures into the spotlight and has raised pressing questions about whether this is a desirable or problematic development. Issues posed by nonvoting stock have been raised and explored for nearly a century now. Interrelated topics of dual-class shares and nonvoting shares have gained renewed interest in academic circles, law firm client memos, business news outlets, and the investing community at large. Much theoretical legal and empirical economic scholarship supports arguments on both sides of whether dual-class voting structures should be allowed at all. The policy justifications for regulating dual-class structures are rooted in the presence of collective action problems, agency cost issues, and potential for abuse, such as the insider's ability to secure perquisites at the expense of other shareholders. Perhaps the best counterargument against prohibiting dual-class stock structures altogether is that they ought to be considered in the broader context: the declining number of public companies in the United States and private enterprises choosing to remain private longer to pursue growth and create value without fear of interference from public markets, which can be more short-term oriented. Even though dual-class structures can be good, nonvoting shareholders are under-protected. In this Comment, I predominately focus on the extreme example of nonvoting common stock and argue that this amounts to disenfranchisement of public shareholders and necessitates modest reform. Part I considers the traditional protections of ordinary shareholders and provides relevant background information on dual-class structures. Part II explores the legal rights and entitlements for nonvoting shares of common stock. Part III studies and suggests potential solutions to the issues posed by nonvoting stock. Current forms of regulation, whether supported by private ordering arguments or external regulation arguments, do not accomplish enough in addressing the problems posed by nonvoting stock. I advance a novel multi-pronged framework for regulating nonvoting stock. First, federal securities laws could enable nonvoting shares to cast nonbinding votes. Second, state corporate laws ought to legally mandate that nonvoting shareholders have the right to attend annual meetings in an observer role. Third, state courts should impose a heightened standard of judicial review for companies with dual-class structures to encourage the use of procedures that empower shareholder votes. Fourth, nonvoting shares ought to have additional voting rights in some specific contexts as a matter of positive law.

Book The Fight to Vote

    Book Details:
  • Author : Michael Waldman
  • Publisher : Simon and Schuster
  • Release : 2022-01-18
  • ISBN : 1982198931
  • Pages : 448 pages

Download or read book The Fight to Vote written by Michael Waldman and published by Simon and Schuster. This book was released on 2022-01-18 with total page 448 pages. Available in PDF, EPUB and Kindle. Book excerpt: On cover, the word "right" has an x drawn over the letter "r" with the letter "f" above it.

Book The Politics Industry

Download or read book The Politics Industry written by Katherine M. Gehl and published by Harvard Business Press. This book was released on 2020-06-23 with total page 316 pages. Available in PDF, EPUB and Kindle. Book excerpt: Leading political innovation activist Katherine Gehl and world-renowned business strategist Michael Porter bring fresh perspective, deep scholarship, and a real and actionable solution, Final Five Voting, to the grand challenge of our broken political and democratic system. Final Five Voting has already been adopted in Alaska and is being advanced in states across the country. The truth is, the American political system is working exactly how it is designed to work, and it isn't designed or optimized today to work for us—for ordinary citizens. Most people believe that our political system is a public institution with high-minded principles and impartial rules derived from the Constitution. In reality, it has become a private industry dominated by a textbook duopoly—the Democrats and the Republicans—and plagued and perverted by unhealthy competition between the players. Tragically, it has therefore become incapable of delivering solutions to America's key economic and social challenges. In fact, there's virtually no connection between our political leaders solving problems and getting reelected. In The Politics Industry, business leader and path-breaking political innovator Katherine Gehl and world-renowned business strategist Michael Porter take a radical new approach. They ingeniously apply the tools of business analysis—and Porter's distinctive Five Forces framework—to show how the political system functions just as every other competitive industry does, and how the duopoly has led to the devastating outcomes we see today. Using this competition lens, Gehl and Porter identify the most powerful lever for change—a strategy comprised of a clear set of choices in two key areas: how our elections work and how we make our laws. Their bracing assessment and practical recommendations cut through the endless debate about various proposed fixes, such as term limits and campaign finance reform. The result: true political innovation. The Politics Industry is an original and completely nonpartisan guide that will open your eyes to the true dynamics and profound challenges of the American political system and provide real solutions for reshaping the system for the benefit of all. THE INSTITUTE FOR POLITICAL INNOVATION The authors will donate all royalties from the sale of this book to the Institute for Political Innovation.

Book The Delaware Law of Corporations   Business Organizations Statutory Deskbook 2011

Download or read book The Delaware Law of Corporations Business Organizations Statutory Deskbook 2011 written by Balotti and published by Wolters Kluwer. This book was released on 2010-10-01 with total page 902 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Delaware Law of Corporations & Business Organizations Statutory Deskbook is designed to facilitate research into matters of statutory scope and construction. Compact and easily portable, The Statutory Deskbook brings you the complete text, with all current amendments of the principal Delaware business organization statutes, including: The Delaware General Corporation Law Limited Liability Company Act Statutory Trust Statute Revised Uniform Limited Partnership Act The Delaware Revised Uniform Limited Partnership Act The Uniform Unincorporated Nonprofit Association Act Other related provisions of the State of Delaware Constitution, Franchise Tax Law and Code This statutory booklet is designed to be a convenient guide to Delaware corporations, limited partnerships and limited liability companies and is able to be easily transported by the user as an extension of the current three-volume The Delaware Law of Corporations & Business Organization, Third Edition. In addition, the accompanying CD-ROM contains the full contents of the statutory booklet, with a search mechanism that allows the user to make research more efficient.

Book Securing the Vote

    Book Details:
  • Author : National Academies of Sciences, Engineering, and Medicine
  • Publisher : National Academies Press
  • Release : 2018-09-30
  • ISBN : 030947647X
  • Pages : 181 pages

Download or read book Securing the Vote written by National Academies of Sciences, Engineering, and Medicine and published by National Academies Press. This book was released on 2018-09-30 with total page 181 pages. Available in PDF, EPUB and Kindle. Book excerpt: During the 2016 presidential election, America's election infrastructure was targeted by actors sponsored by the Russian government. Securing the Vote: Protecting American Democracy examines the challenges arising out of the 2016 federal election, assesses current technology and standards for voting, and recommends steps that the federal government, state and local governments, election administrators, and vendors of voting technology should take to improve the security of election infrastructure. In doing so, the report provides a vision of voting that is more secure, accessible, reliable, and verifiable.

Book Vote for US

    Book Details:
  • Author : Joshua A. Douglas
  • Publisher :
  • Release : 2019
  • ISBN : 1633885100
  • Pages : 352 pages

Download or read book Vote for US written by Joshua A. Douglas and published by . This book was released on 2019 with total page 352 pages. Available in PDF, EPUB and Kindle. Book excerpt: "An expert on US election law presents an encouraging assessment of current efforts to make our voting system more accessible, reliable, and effective"--

Book Meetings of Stockholders

Download or read book Meetings of Stockholders written by R. Franklin Balotti and published by . This book was released on with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book The Vanishing Voter

Download or read book The Vanishing Voter written by Thomas E. Patterson and published by Vintage. This book was released on 2009-09-09 with total page 288 pages. Available in PDF, EPUB and Kindle. Book excerpt: From the award-winning author of Out of Order—named the best political science book of the last decade by the American Political Science Association—comes this landmark book about why Americans don’t vote. Based on more than 80,000 interviews, The Vanishing Voter investigates why—despite a better educated citizenry, the end of racial barriers to voting, and simplified voter registration procedures—the percentage of voters has steadily decreased to the point that the United States now has nearly the lowest voting rate in the world. Patterson cites the blurring of differences between the political parties, the news media’s negative bias, and flaws in the election system to explain this disturbing trend while suggesting specific reforms intended to bring Americans back to the polls. Astute, far-reaching, and impeccably researched, The Vanishing Voter engages the very meaning of our relationship to our government.

Book Freedom in the World 2006

Download or read book Freedom in the World 2006 written by Freedom House and published by Rowman & Littlefield. This book was released on 2006 with total page 924 pages. Available in PDF, EPUB and Kindle. Book excerpt: Freedom in the World, the Freedom House flagship survey whose findings have been published annually since 1972, is the standard-setting comparative assessment of global political rights and civil liberties. The survey ratings and narrative reports on 192 countries and a group of select territories are used by policy makers, the media, international corporations, and civic activists and human rights defenders to monitor trends in democracy and track improvements and setbacks in freedom worldwide. Press accounts of the survey findings appear in hundreds of influential newspapers in the United States and abroad and form the basis of numerous radio and television reports. The Freedom in the World political rights and civil liberties ratings are determined through a multi-layered process of research and evaluation by a team of regional analysts and eminent scholars. The analysts used a broad range of sources of information, including foreign and domestic news reports, academic studies, nongovernmental organizations, think tanks, individual professional contacts, and visits to the region, in conducting their research. The methodology of the survey is derived in large measure from the Universal Declaration of Human Rights, and these standards are applied to all countries and territories, irrespective of geographical location, ethnic or religious composition, or level of economic development.

Book Freedom in the World 2011

Download or read book Freedom in the World 2011 written by Freedom House and published by Rowman & Littlefield Publishers. This book was released on 2011-12-01 with total page 862 pages. Available in PDF, EPUB and Kindle. Book excerpt: Freedom in the World, the Freedom House flagship survey whose findings have been published annually since 1972, is the standard-setting comparative assessment of global political rights and civil liberties. The survey ratings and narrative reports on 194 countries and 14 territories are used by policymakers, the media, international corporations, civic activists, and human rights defenders to monitor trends in democracy and track improvements and setbacks in freedom worldwide. The Freedom in the World political rights and civil liberties ratings are determined through a multi-layered process of research and evaluation by a team of regional analysts and eminent scholars. The analysts used a broad range of sources of information, including foreign and domestic news reports, academic studies, nongovernmental organizations, think tanks, individual professional contacts, and visits to the region, in conducting their research. The methodology of the survey is derived in large measure from the Universal Declaration of Human Rights, and these standards are applied to all countries and territories, irrespective of geographical location, ethnic or religious composition, or level of economic development.

Book The Federalist Papers

    Book Details:
  • Author : Alexander Hamilton
  • Publisher : Read Books Ltd
  • Release : 2018-08-20
  • ISBN : 1528785878
  • Pages : 420 pages

Download or read book The Federalist Papers written by Alexander Hamilton and published by Read Books Ltd. This book was released on 2018-08-20 with total page 420 pages. Available in PDF, EPUB and Kindle. Book excerpt: Classic Books Library presents this brand new edition of “The Federalist Papers”, a collection of separate essays and articles compiled in 1788 by Alexander Hamilton. Following the United States Declaration of Independence in 1776, the governing doctrines and policies of the States lacked cohesion. “The Federalist”, as it was previously known, was constructed by American statesman Alexander Hamilton, and was intended to catalyse the ratification of the United States Constitution. Hamilton recruited fellow statesmen James Madison Jr., and John Jay to write papers for the compendium, and the three are known as some of the Founding Fathers of the United States. Alexander Hamilton (c. 1755–1804) was an American lawyer, journalist and highly influential government official. He also served as a Senior Officer in the Army between 1799-1800 and founded the Federalist Party, the system that governed the nation’s finances. His contributions to the Constitution and leadership made a significant and lasting impact on the early development of the nation of the United States.

Book Freedom in the World 2009

Download or read book Freedom in the World 2009 written by Arch Puddington and published by Rowman & Littlefield. This book was released on 2009-10 with total page 932 pages. Available in PDF, EPUB and Kindle. Book excerpt: Freedom in the World, the Freedom House flagship survey whose findings have been published annually since 1972, is the standard-setting comparative assessment of global political rights and civil liberties. The survey ratings and narrative reports on 193 countries and a group of select territories are used by policy makers, the media, international corporations, and civic activists and human rights defenders to monitor trends in democracy and track improvements and setbacks in freedom worldwide. Press accounts of the survey findings appear in hundreds of influential newspapers in the United States and abroad and form the basis of numerous radio and television reports. The Freedom in the World political rights and civil liberties ratings are determined through a multi-layered process of research and evaluation by a team of regional analysts and eminent scholars. The analysts used a broad range of sources of information, including foreign and domestic news reports, academic studies, nongovernmental organizations, think tanks, individual professional contacts, and visits to the region, in conducting their research. The methodology of the survey is derived in large measure from the Universal Declaration of Human Rights, and these standards are applied to all countries and territories, irrespective of geographical location, ethnic or religious composition, or level of economic development.

Book Dark Money

    Book Details:
  • Author : Jane Mayer
  • Publisher : Anchor
  • Release : 2017-01-24
  • ISBN : 0307947904
  • Pages : 577 pages

Download or read book Dark Money written by Jane Mayer and published by Anchor. This book was released on 2017-01-24 with total page 577 pages. Available in PDF, EPUB and Kindle. Book excerpt: NATIONAL BESTSELLER ONE OF THE NEW YORK TIMES 10 BEST BOOKS OF THE YEAR Who are the immensely wealthy right-wing ideologues shaping the fate of America today? From the bestselling author of The Dark Side, an electrifying work of investigative journalism that uncovers the agenda of this powerful group. In her new preface, Jane Mayer discusses the results of the most recent election and Donald Trump's victory, and how, despite much discussion to the contrary, this was a huge victory for the billionaires who have been pouring money in the American political system. Why is America living in an age of profound and widening economic inequality? Why have even modest attempts to address climate change been defeated again and again? Why do hedge-fund billionaires pay a far lower tax rate than middle-class workers? In a riveting and indelible feat of reporting, Jane Mayer illuminates the history of an elite cadre of plutocrats—headed by the Kochs, the Scaifes, the Olins, and the Bradleys—who have bankrolled a systematic plan to fundamentally alter the American political system. Mayer traces a byzantine trail of billions of dollars spent by the network, revealing a staggering conglomeration of think tanks, academic institutions, media groups, courthouses, and government allies that have fallen under their sphere of influence. Drawing from hundreds of exclusive interviews, as well as extensive scrutiny of public records, private papers, and court proceedings, Mayer provides vivid portraits of the secretive figures behind the new American oligarchy and a searing look at the carefully concealed agendas steering the nation. Dark Money is an essential book for anyone who cares about the future of American democracy. National Book Critics Circle Award Finalist LA Times Book Prize Finalist PEN/Jean Stein Book Award Finalist Shortlisted for the Lukas Prize

Book Party Ballots  Reform  and the Transformation of America s Electoral System

Download or read book Party Ballots Reform and the Transformation of America s Electoral System written by Erik J. Engstrom and published by Cambridge University Press. This book was released on 2014-10-27 with total page 245 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book demonstrates that nineteenth-century electoral politics were the product of institutions that prescribed how votes were cast and were converted into political offices.

Book Freedom in the World 2012

Download or read book Freedom in the World 2012 written by Freedom House and published by Rowman & Littlefield Publishers. This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: A survey of the state of human freedom around the world investigates such crucial indicators as the status of civil and political liberties and provides individual country reports.

Book Our American Government

Download or read book Our American Government written by and published by . This book was released on 2003 with total page 138 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Committee on House Administration is pleased to present this revised book on our United States Government. This publication continues to be a popular introductory guide for American citizens and those of other countries who seek a greater understanding of our heritage of democracy. The question-and-answer format covers a broad range of topics dealing with the legislative, executive, and judicial branches of our Government as well as the electoral process and the role of political parties.--Foreword.