Two articles co-authored by Penn Law’s Saul A. Fox Distinguished Professor of Business Law Edward B. Rock L’83 appear on the Corporate Practice Commentator’s latest annual list of “Top 10 Corporate and Securities Articles.” The poll tabulates the top selections by teachers of corporate and securities law from a pool of more than 580 articles published in legal journals in 2011. Professor Rock’s articles have appeared in the top 10 list six years in a row.
Rock’s articles, co-authored with Marcel Kahan, are “When the Government Is the Controlling Shareholder,” from the Texas Law Review, and “The Insignificance of Proxy Access,” from the Virginia Law Review.
“When Government Is the Controlling Shareholder” deals with the recent government bailouts of major corporations, in which the U.S. Treasury invested in private firms. The article addresses how corporate law applies when the government is the controlling shareholder.
“The Insignificance of Proxy Access” looks at rules recently adopted by the Securities and Exchange Commission (and then struck down by the D.C. Circuit) that enable shareholders to nominate corporate directors and to have their nominees included in the company’s proxy statement. The article argues that proxy access, whether adopted by SEC regulation or shareholder bylaw, will lead to few shareholder nominations, that most nominees will be defeated and that the occasional nominee who does get elected will have little impact.
Rock has taught at Penn Law since 1989. He writes widely on corporate law and corporate governance. In recent years, working with Kahan, he has written a series of award-winning articles on hedge funds, corporate voting, proxy access, corporate federalism and mergers and acquisitions. Currently, he is working on the implications for corporate law of substantially controlling the classic shareholder-manager “agency costs” through changes in market and firm practices.