Eric W. Orts

On September 16, 2026, the SEC issued its much-anticipated proposal to rescind Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), the shareholder proposal rule, in its entirety. If adopted, the proposal would eliminate the federal framework governing when an issuer must include a shareholder proposal in its proxy materials. Instead, state law and, where permitted by state law, an issuer's governing documents would determine whether and when shareholder proposals must be included.

How does stronger securities enforcement affect stock prices? The conventional wisdom is that it deters fraud, improves disclosure, and lowers the cost of raising outside capital, so shareholders should welcome it. The most relevant evidence supports that view. When the United Kingdom created a new private right of action for misstatements to secondary-market investors, the stock prices of affected firms rose.

When a corporation cancels your shares in a cash-out merger you did not support, it is exercising a form of governmental power. Your personal property is taken without your consent through a legislative act, and you are handed a check for whatever price someone else decided those shares are worth.

How much should someone pay to use another person's property without permission? The question sounds like a law school hypothetical (ok, it already is one), but it is anything but hypothetical in several real-world licensing markets. Music streaming, natural gas transportation, and standard-essential patents all operate under legal regimes that permit parties to negotiate licensing terms privately, while offering would-be users a fallback option to obtain access at a “recourse” rate determined (or overseen) by a court or regulator. AI training data may be the next frontier of such liability-rule background regimes.

It's probably safe to say that the Federal Reserve is the most closely studied central bank in the world. Scholars have written at length about its monetary policy, its balance sheet, and its governance and independence. But far less attention has been paid to the Federal Reserve's role as a federal

Prediction markets have exploded in popularity, transforming from academic curiosities into multibillion-dollar, consumer-facing platforms that facilitate trading on politics, sports, geopolitics, and even clinical-trial outcomes and FDA approvals. To date, attention has largely been focused on whether prediction markets should be legal and if so who should regulate them. Yet one question has received little scholarly attention: What happens if a prediction market fails? We address this question in our

On July 20, 2026, a United States appeals court unanimously overturned certification of a securities class action against The Boeing Company (Boeing), holding

The European Union's Omnibus I Directive is the first stage of the European Commission's sustainable finance simplification agenda.

On October 1, 2026, Colin M. McDonald, Assistant Attorney General of the National Fraud Enforcement Division (the “Fraud Division”) of the U.S. Department of Justice, issued Directive 26-12, titled “Corporate Enforcement in the Fight Against Fraud,” addressed to all Fraud Division personnel. The Directive establishes a framework for investigating and prosecuting corporate fraud within the Fraud Division, instructing prosecutors to take an “aggressive, all-tools approach” to “health care, government, tax, and trade fraud priorities.”

In a new paper considering the two leading theories of corporate governance, shareholder theory and stakeholder theory , I argue that stakeholder theory is fatally flawed.