University of Southern California

Volume 89, Number 6 (September, 2016)

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    Quieting the Shareholders Voice: Empirical Evidence of Pervasive Bundling in Proxy Solicitations
    Article by James D. Cox, Fabrizio Ferri, Colleen Honigsberg, and Randall S. Thomas

    The integrity of shareholder voting is critical to the legitimacy of corporate law. One threat to this process is proxy “bundling,” or the joinder of more than one separate item into a single proxy proposal. Bundling deprives shareholders of the right to convey their views on each separate matter being put to a vote and forces them to either reject the entire proposal or approve items they might not otherwise want implemented. In this Paper, we provide the first comprehensive evaluation of th...

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    The Soviet Constitution Problem in Comparative Corporate Law: Testing the Proposition that European Corporate Law is More Stockholder Focused than U.S. Corporate Law
    Article by Chief Justice Leo E. Strine, Jr.

    This Article addresses the proposition advanced by academic and press commentators that European corporation law promotes stockholder welfare better than its U.S. counterpart. Those who express that view often point to the stronger rights afforded to stockholders under the laws of the European member states, including the non-frustration rule, the ability of stockholders to take direct action by calling a special meeting and replacing directors, and rules that aim to provide equal treatment for...

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    Redressing the Legal Stigmatization of American Samoans
    Note by Joseph E. Sung

    Although the plain text of the Fourteenth Amendment states that “[a]ll persons born . . . in the United States and subject to the jurisdiction thereof, are citizens of the United States,” “[t]ens of thousands of Americans who hold U.S. passports are” not legally recognized “as U.S. citizens.” How is this possible? The answer is that these Americans were born in the United States territory of American Samoa rather than anywhere else in the United States. American Samoa is an “unorganized un...

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    Packing Heat: Judicial Review of Concealed Carry Laws Under the Second Amendment
    Note by Kevin Behne

    The regulation of firearms is one of the most volatile policy issues in the United States. Virtually every effort to regulate—or deregulate—the accessibility or usage of firearms raises dueling concerns of public safety and individual rights. Federal courts are no exception to the controversy, offering a microcosm of the broader public debate. The Supreme Court’s sharply divided decisions in District of Columbia v. Heller and McDonald v. City of Chicago are illustrative of the point; while Hel...


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