Shareholder engagement is pivotal in corporate governance, evolving beyond formal resolutions to impact business decisions. This chapter unveils the typically undisclosed dynamics of board-shareholder engagement through a survey of 171 SEC-registered corporations, targeting corporate secretaries, general counsel, and investor relations officers. The survey was complemented by a review of the disclosure on shareholder voting and engagement included in proxy statements filed by Russell 3000 companies during the 2018–2022 meeting seasons. Larger and mid-sized companies more frequently engage than smaller organizations. Engagement, often with major asset managers, can take a confrontational turn, particularly with hedge funds at smaller firms. Topics include executive incentive plans, ESG metrics, GHG emission reduction, workforce diversity, pay equity, and political spending. The study reveals that engagement significantly influences corporate practices, leading to changes, withdrawal of proposals, alterations in proxy votes, and the inclusion of engaged shareholder-nominated directors in management slates.

In Chapter 7, I discuss the latest crisis of capitalism and Amartya Sen’s journey to rescue capitalism from the capitalists. I begin by discussing the increasing vulnerability of capitalist societies at the end of the twentieth century due to the deregulatory environment encouraged by the Chicago School. I use Karl Polanyi’s double-movement theory to explain the rise of the Chicago School and its assault on the “relationship capitalism” that had evolved in the postwar period. While the new “investor capitalism” was successful at unleashing the power of the market, it also increased the vulnerability of capitalist societies to opportunistic self-interest. This increased vulnerability was fully realized in the 2007–08 mortgage-backed security crisis that nearly collapsed the global financial system. After describing the near collapse of the global financial system, I discuss the implications of the collapse for the neoclassical theory out of Chicago. This leads to a discussion of Amartya Sen’s journey from India to the West to rescue capitalism from the capitalists. This discussion introduces the role of the East in the development of capitalism and its future promise. I conclude by discussing Sen’s critique of capitalism based on Adam Smith’s original moral foundation.

In Chapter 8, I conclude by addressing the promise of capitalism from the perspective of those who have joined the search for a moral foundation. I first discuss how both classical and neoclassical economic theory have proven to be incomplete views of economic reality. Recent evidence suggests that, while highly descriptive of economic growth prior to the first industrial revolution in England, classical economic theory is incapable of explaining economic growth after around 1800. The neoclassical economic theory out of Chicago has also proven to be incomplete following persistent evidence of norm-based behavior in the lab and recurring market crashes, including the latest severe market crash in 2007–08. I then discuss three types of responses to the latest crisis of capitalism and how they have left the theoretical landscape ripe for future development and innovation. To further reveal the potential for theoretical development, I summarize key insights from the economists and philosophers covered in this book. After summarizing key insights from my own search, including a paper I presented at a recent research conference in Australia, I conclude by discussing why the search for a moral foundation for capitalism may be the critical challenge of our age.

This study explores the fragmented contemporary international legal instruments and practice relevant to sovereign defaults and has examined the question of whether and to what extent these instruments and practice can be reconceptualised as a regulatory framework for sovereign debt restructuring.

This study has pursued a balance between bondholder protection and respect for sovereign debt restructuring at various stages of litigation and arbitration proceedings. An appropriate balance inevitably depends on the context and circumstances of specific cases and cannot, by its nature, be articulated in a precise manner. Instead, the present study has pursued a framework within which an appropriate balance may be explored and attained in specific cases. Such a framework is constructed by applicable contract, statutory and treaty provisions to be interpreted in a manner that certain deference is paid to debtor sovereigns’ policy decision-making during debt restructuring and that the chance of checks and balances by courts or tribunals is ensured.

The pari passu clause in modern sovereign debt instruments may be interpreted and implemented in a manner that it constitutes part of the regulatory framework of sovereign debt restructuring. A careful reading of the NML saga revealed that US courts did not necessarily endorse the so-called ratable payment interpretation in rejecting the legal ranking interpretation; the US courts introduced ratable payment as a matter of injunctive relief for the violation of the pari passu clauses by Argentina and did not provide it as a proper interpretation of the clauses. Alternatively, this study has endorsed a third interpretation of the pari passu clauses according to which these clauses provide additional but limited protection from unfair discrimination among bondholders by the debtor sovereign in the process of debt restructuring. This interpretation may represent an appropriate balance between bondholder protection and respect for debt restructuring. In addition, the ratable payment as injunctive relief can be conceived as a regulatory implementation of pari passu clauses addressing a particular serious category of the breach of sovereign bond contracts.

Many of the largest US hedge funds and investment advisors invest and trade in not only securities and bonds, but also in futures, swaps, and other derivatives. As a result, a fair number of US hedge funds and investment advisors are regulated by the CFTC. The fact that hedge funds and investment advisors are regulated by the CFTC is not common knowledge because most people focus on the fact that funds and investment advisors are known for their securities trading, but a great deal of funds and investment vehicles also trade in interest rate derivatives, a circumstance that brings them within the CFTC’s regulatory ambit. Persons that are paid to give trading and investment advice regarding derivatives are called “commodity trading advisors” (CTAs).

As discussed in Chapters 6 through 9, computers and software programs can, or soon will be able to, independently do all of the foregoing activities. As such, the legal and regulatory system must be prepared for the prospect of digital intermediaries operating in the futures markets.

Imagine a world filled with sales robots that follow humans on the street while displaying a continuous stream of advertisements and commercials. Or imagine a place where robots try to sell their services to humans in a hyperaggressive fashion, without stopping their sales pitches even after being refused, on the grounds that they only obey their owners, so they will only follow the instructions (such as “go away”) of people who agree to purchase them. Science fiction writer Philip K. Dick dreamed up just such a world in his short story Sales Pitch, which was originally published in Future Science Fiction magazine in 1954.

The value of engaged investors that both support and challenge management