New on SSRN: The Shareholding Rights Shift from India to Delaware and Texas (w/ Aditya Baheti). We argue American corporate law has become shareholding-centric rather than shareholder-centric using India as a comparative mirror to DE and TX. Download it and tell me what you think! bit.ly/IndiaTXDE

New co-authored book chapter: The Incorporation Ritual, in The Nature of Corporations (Edinburgh Univ. Press, forthcoming 2027). We trace incorporation’s ritual lineage from the founding of Rome to the modern filing window, and ask what free chartering discarded. ssrn.com/abstract=7194158

Yesterday, Sergio Alberto Gramitto Ricci & I submitted a comment letter to the SEC opposing the SEC’s proposal to make quarterly reporting optional and to allow reporting companies to instead submit semiannual reports on Form 10-S. You can download the letter on SSRN. papers.ssrn.com/sol3/papers....

ExxonMobil’s shareholder meeting is May 27. After NYC Comptroller heavily relied upon my work in its letter to Exxon shareholders, Exxon decided to take shots at me w/out substantively engaging w/ my arguments. I have responded in a CLS Blue Sky Blog post clsbluesky.law.columbia.edu/2026/05/21/e...

ExxonMobil’s Planned Domicile Change Is a Test of the Leopard Paradigm

ExxonMobil’s proposal to change its domicile from New Jersey to Texas offers an important test of a principle that, in a forthcoming article, Corporate Disenfranchisement, Sergio Alberto Gramitto R…

clsbluesky.law.columbia.edu

I just signed a @theactionnetwork.bsky.social petition: Act Now: Help Save the Vital Shareholder Proposal Rule. Sign here: actionnetwork.org/petitions/ac...

Act Now: Help Save the Vital Shareholder Proposal Rule

Every day, decisions made inside public companies affect retirement savings across the country. Shareholder proposals are way investors raise concerns, manage risk, and protect long-term value before ...

actionnetwork.org

Rare to see my scholarship have an impact in real time. NYC Comptroller's Office cites my op-eds and Corporate Disenfranchisement (w/ Sergio Alberto Gramitto Ricci) in its letter to ExxonMobil shareholders ahead of the May 27 vote www.sec.gov/Archives/edg...

sec.gov

Although I’ve already been here for a week, better late than never to say that I am spending a couple of weeks teaching corporate and securities law at the University of Milan. It’s fantastic to be here!

Law360 published an OpEd I wrote on ExxonMobil’s retail investor voting program and financial literacy education (particularly corporate governance literacy). Check out the OpEd here: www.law360.com/articles/246...

New in the Texas Lawbook: my analysis of ExxonMobil’s reincorporation vote. The board calls it a path to “maximizing shareholder value.” But it gives the board the keys to restrict shareholder rights whenever it wants, without asking shareholders first. texaslawbook.net/the-texas-re...

The Texas Reincorporation Trap — What the ExxonMobil Vote Reveals About Board Power - The Texas Lawbook

ExxonMobil’s shareholders are being asked to cast a vote this May that they may not fully understand. The company’s board has unanimously recommended moving its state of incorporation from New Jersey ...

texaslawbook.net

My new Bloomberg Law op-ed: ExxonMobil is asking shareholders to vote YES on a move that cld ultimately limit their rights. Most won’t realize it until it’s too late. It’s what Sergio Gramitto Ricci & I dub the Leopard Paradigm in action. 🐆 news.bloomberglaw.com/legal-exchan...

Exxon Texas Move Should Prompt Shareholders to Read Fine Print

Opinion: “Maximize shareholder value” is a phrase that deserves scrutiny. Because ExxonMobil’s proposed move may or may not maximize value for its shareholders. What it will unquestionably maximize, h...

news.bloomberglaw.com

I’m delighted to announce that “Corporate Disenfranchisement” co-authored with Sergio Alberto Gramitto Ricci will be published in the UC Irvine Law Review & is now available for downloading on @SSRN.bsky.social: papers.ssrn.com/sol3/papers.... We’d love to hear any comments you might have!

📄 New on SSRN: “Corporate Disenfranchisement,” coauthored with @sergioalberto_ - exploring how shareholders are systematically losing their voice in corporate governance. Read & download on @SSRN: bit.ly/corpdis

New post w/ Sergio Gramitto Ricci: Before #FinTok, corporate gadflies like Wilma Soss educated investors via 1950s radio programs. The legacy continues w/ Jim McRitchie & CorpGov.net. corporatelawacademic.wordpress.com/2026/02/01/b...

Before Finfluencers Were Iconic Shareholders: Post #6 for the Blogposium on Finfluencers

Guest post by Christina Sautter and Sergio Alberto Gramitto Ricci* Today, finfluencers dominate social media platforms like TikTok, YouTube, X, and Instagram, reaching millions of retail investors …

corporatelawacademic.wordpress.com

Read my Bloomberg Law OpEd “Texas Corporate Reforms Silence Retail Shareholders—By Design” arguing amendments to the Texas Code are designed to disenfranchise retail investors despite being advertised as furthering “shareholder democracy” @SMULawSchool news.bloomberglaw.com/legal-exchan...

Texas Corporate Reforms Silence Retail Shareholders—By Design

Opinion: By erecting barriers to shareholder litigation and proposals and codifying near-absolute deference to board decisions, Texas has enshrined into law corporate America’s central fiction: that s...

news.bloomberglaw.com

M&A students & profs - Office Hours on Mergers and Acquisitions was released on the West Academic Study Aids & Reference Collection site. There’s 12 recordings (plus transcripts) covering the basics of M&A: subscription.westacademic.com/Book/Detail?...

Very much looking forward to participating in the “Investor Preferences and Corporate Governance” workshop to be held at the University of Bologna and co-sponsored by the Center for Retail Investors & Corporate Inclusion. I’ll be presenting my WIP “Corporate Disenfranchisement”

SMU Law is looking to hire 2 entry-level, tenure-track faculty members in Civ Pro & Leg Reg and Law & Tech, inc AI. Candidates must apply by Sept 15 via Interfolio (link 👇) to be considered. I’m on the appointments Cmte & happy to answer questions apply.interfolio.com/17006

Colleen Baker & I wrote a short piece titled “Democratization of the Private Markets?” focusing on closed-end funds investing in private company equity. It was just published by Transactions: The Tennessee Journal of Business Law. papers.ssrn.com/sol3/papers....

So great to sit down w/ the Bite-Sized Business Law Podcast, @csautter.bsky.social & Sergio Gramitto Ricci to talk about democracy & corporations. You can't understand what's going on in U.S. politics w/out understanding what happened to "corporate democracy." podcasts.apple.com/us/podcast/a...

A Corporate Government

Podcast Episode · Bite-Sized Business Law · 07/08/2025 · 44m

podcasts.apple.com

Great speaking with Columbia Journalism Review - Paramount will pay Trump $16 million to settle "60 Minutes" suit.! 🦋 www.cjr.org/news/paramou...

Paramount Will Pay President Trump $16 Million to Settle 60 Minutes Lawsuit

“It is a dark day for independent journalism,” says Sen. Bernie Sanders.

cjr.org

I wrote a short commentary on Delaware SB 21 for @promarket.bsky.social. Check it out below!

ProMarket@promarket.bsky.social · last yr.

NEW: @csautter.bsky.social writes that the passage of Senate Bill 21, which rebalances power away from shareholders to corporate management, represents a 150-year-long development in corporate law spurred by regulatory capture that has removed countless restrictions on firm behavior.

First was a fantastic discussion with Sergio Alberto Gramitto Ricci and @csautter.bsky.social on the history of the concept of shareholder democracy and its fraught present on @busscholarship.bsky.social. Highly recommend www.youtube.com/watch?v=61kz... (2/7)

Business Scholarship Podcast - Ep.249 – Sergio Alberto Gramitto Ricci and Christina Sautter on...

YouTube video by Business Scholarship Podcast

youtube.com

Want to hear how shareholder democracy is a lie? Check out the latest episode of the @busscholarship.bsky.social hosted by @AndrewjJennings.bsky.social. Sergio Gramitto Ricci (@hofstra.baky.social) & I were delighted to talk about “The Shareholder Democracy Lie” m.youtube.com/watch?v=61kz...

Business Scholarship Podcast - Ep.249 – Sergio Alberto Gramitto Ricci and Christina Sautter on...

YouTube video by Business Scholarship Podcast

m.youtube.com

Andrew Jennings@andrewkjennings.com · last yr.

Lies, damned lies, and shareholder democracy? Sergio Gramitto Ricci (@hofstralaw.bsky.social) and @csautter.bsky.social (SMU Law) join @busscholarship.bsky.social to discuss their article (w/ Daniel Greenwood) "The Shareholder Democracy Lie". 1/2

Sergio Gramitto Ricci & I were invited to write an Encyclopedia entry on Compliance for Stakeholders and Reputation. We’d love to get your feedback! You can download it here: papers.ssrn.com/sol3/papers....

Very excited to be named Associate Dean for Research at SMU Law School. Looking forward to promoting the great work of our outstanding faculty and community! www.smu.edu/law/news-eve...

Professor Christina Sautter Named Associate Dean for Research

smu.edu

⁦‪Sergio Gramitto Ricci & I have been saying that retail investors are here to stay. . . investorsobserver.com/news/record-...

Record Main Street and Wall Street divide: Individual investors been buying stocks for 21 weeks straight | Investorsobserver

“This is a much larger divergence between retail and institutional investors than during the 2022 bear market”

investorsobserver.com

I’m overdue posting this here but I had the most fantastic Ph.D. students at Bocconi last week for my US Securities Law/US Shareholding seminar. Many thanks to Giovanni Strampelli & Gaia Balp for inviting & hosting me. My students gave me permission to post this pic

It was great speaking with Phil Prazan and Gromer Jeffers on NBC DFW about M&A and market uncertainty www.nbcdfw.com/news/politic...

Lone Star Politics: April 13, 2025

Musical chairs comes after AG ken Paxton announces Senate run. Plus, we speak to an expert about if business deals may dry up amid tariff uncertainty. NBC 5’s Phil Prazan and Gromer Jeffers with the D...

nbcdfw.com

Very excited to be at Università Bocconi this week teaching a Ph.D. in Law (Business Law Concentration) seminar on U.S. Securities Law/U.S. Shareholding. Many thanks to Giovanni Strampelli & Gaia Balp for the invitation. Thanks also to Hao Jiang for welcoming me today!

I presented “The Shareholder Democracy Lie” (co-authored w/ Sergio Gramitto Ricci & Dan Greenwood of Hofstra Law & forthcoming in Florida Law Review) ystrdy at the University of Glasgow School of Law. Big thnx to the faculty for their feedback & to Konstantinos Sergakis for hosting me!