A shareholder or stockholder is an individual or institution (including a corporation) that legally owns any part of a share of stock in a public or private corporation. Shareholders own the stock, but not the corporation itself. (Fama 1980).

Stockholders are granted special privileges depending on the class of stock. These rights may include:

• The right to sell their shares,
• The right to vote on the directors nominated by the board,
• The right to nominate directors (although this is very difficult in practice because of minority protections) and propose shareholder resolutions,
• The right to dividends if they are declared,
• The right to purchase new shares issued by the company, and
• The right to what assets remain after a liquidation.

Stockholders or shareholders are considered by some to be a subset of stakeholders, which may include anyone who has a direct or indirect interest in the business entity. For example, labor, suppliers, customers, the community, etc., are typically considered stakeholders because they contribute value and/or are impacted by the corporation.

Shareholders in the primary market who buy IPOs provide capital to corporations; however, the vast majority of shareholders are in the secondary market and provide no capital directly to the corporation.

Therefore, contrary to popular opinion, shareholders of American public corporations are not the (1) owners of the corporation, (2) the claimants of the profit, nor (3) investors, as in the contributors of capital.^{[1] [2]}

References[link]

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Maria Taylor
Maria Taylor performing in 2009.
Background information
Born	(1976-05-21) May 21, 1976 (age 36) Birmingham, Alabama, U.S.
Genres	Singer/Songwriter Indie rock Folk rock
Instruments	Vocals, Piano, Guitar, drums
Labels	Saddle Creek Nettwerk Music Group
Associated acts	Azure Ray Now It's Overhead Bright Eyes
Website	www.maria-taylor.com

Wikimedia Commons has media related to: Maria Taylor

Maria Diane Taylor (born May 21, 1976) is an American singer/songwriter from Birmingham, Alabama. She is also a member of the duo Azure Ray with Orenda Fink, as well as the band Now It's Overhead, both of which are signed with Saddle Creek Records. She plays several instruments, including the piano, guitar, and drums, and has collaborated with such artists as Bright Eyes, Moby, Abra Moore, David Barbe, and Crooked Fingers.

She released her first solo album 11:11 on Saddle Creek Records on May 24, 2005. Her second solo album, Lynn Teeter Flower, was released on March 6, 2007, also on Saddle Creek. She released an acoustic album titled Savannah Drive in fall of 2008. On March 31, 2009 she released her third full length, LadyLuck via Nettwerk Music Group.

Biography[link]

Maria Taylor started her musical career at the age of fifteen in the band Little Red Rocket which released two CDs on Geffen—Who Did You Pay (1997) and It's in the Sound (2000). The group disbanded during the merging of Geffen with Universal Music Group. Afterwards, Taylor moved to Athens, Georgia along with her musical collaborator, Orenda Fink. There, they formed the band Azure Ray. The pair signed to WARM and released their self titled debut as well as their second album, Burn and Shiver. The duo then relocated to Omaha, NE and released two additional records on Saddle Creek, the November EP and their final album, Hold on Love. Following that album, Taylor and Fink moved on to produce their own solo records.

They were also involved in another Saddle Creek band, Now It's Overhead.

Taylor has contributed her vocals to Bright Eyes, Joshua Radin, Moby, and Crooked Fingers.^[1]

Her song "Time Lapse Lifeline" was featured in the "The Beaver In The Otter" episode of "Bones". Her music has also been featured frequently on the popular TV series, Grey's Anatomy—"Song Beneath The Song" from her first solo album 11:11 was on the Grey's Anatomy Season 1 Soundtrack. Maria Taylor's also had a song featured on the hit ABC Family series Greek. "No Stars" from Taylor's album Lynn Teeter Flower was also featured on the prom episode of the CW's One Tree Hill; she also has had a song featured on the series Scrubs. Taylor always removes the high E-string on her guitar before playing, even in concert.^[2]

Taylor's works have been called an inspiration for the new album by British singer Jack Lucien^[3] in his weekly blog.

Taylor is the mother of Miles Taylor Dwyer, born in spring 2012.^[4]

Discography[link]

Albums with Azure Ray[link]

• Azure Ray (2001, WARM)
• Sleep EP (WARM, 2002)
• Burn and Shiver (2002, WARM)
• November EP (Saddle Creek, 2002)
• Hold On Love (2003, Saddle Creek)
• The Drinks We Drank Last Night (Saddle Creek, 2003)
• New Resolution (Saddle Creek, 2004)
• Drawing Down the Moon (Saddle Creek, 2010)

Solo[link]

• 11:11 (2005)
• Lynn Teeter Flower (2007)
• Savannah Drive (with Andy LeMaster) (2008)
• LadyLuck (2009)
• Overlook (2011)

Compilations[link]

• Lagniappe: A Saddle Creek Benefit for Hurricane Katrina Relief (Saddle Creek, 2005)

Appearances[link]

• Bright Eyes - There Is No Beginning to the Story (2002, Saddle Creek)
• Bright Eyes - Lifted or The Story is in the Soil, Keep Your Ear to the Ground (2002 · Saddle Creek)
• Bright Eyes - A Christmas Album (2002 · Saddle Creek)
• Bright Eyes - I'm Wide Awake, It's Morning (2005 · Saddle Creek)
• Bright Eyes - Digital Ash in a Digital urn (2005 · Saddle Creek)
• Bright Eyes - Noise Floor (2006 · Saddle Creek)
• Bright Eyes - Four Winds (2007 · Saddle Creek)
• Bright Eyes - Cassadaga (2007 · Saddle Creek)
• Rich Shapero - Dawn Remember (2010 · Outside Reading)^[5]
• Whispertown - Parallel (2012 · Acony Records)

Music videos[link]

Maria's film clips include "Song Beneath The Song" from 11:11, "A Good Start" from Lynn Teeter Flower, and "Time Lapse Lifeline" and "Cartoons and Forever Plans" from LadyLuck. The song "Cartoons and Forever Plans" was co-written with and also features R.E.M.'s Michael Stipe. The video features actor/singer Soko and was directed by SKINNY (Directing Team).

Maria is also featured in the video for "Four Winds" by Bright Eyes.

References[link]

External links[link]

• Official Maria Taylor Website
• Saddle Creek Records
• Maria Taylor on Myspace
• set of live videos at scheduletwo.com
• LAist Interview with Maria Taylor - November 2008
• HD Music Video of "Song Beneath the Song" at Apple Quicktime site
• Interview with Maria (Scene Point Blank) May 2007
• Lazy-i Interview: July 2005
• Video Interview with Maria Taylor

Lynn A. Stout is the Paul Hastings Professor of Corporate and Securities Law at the University of California, Los Angeles School of Law. She specializes in researching, writing on, and teaching about corporate law, securities and derivatives regulation, law and economics, and prosocial behavior and law.

Career[link]

Stout holds a B.A. summa cum laude from Princeton University as well as a Master's in Public Policy from Princeton's Woodrow Wilson School and a J.D. from the Yale Law School. Until 2001 she was a Professor of Law at Georgetown University Law School, after which she joined the UCLA School of Law, where she became the Paul Hastings Professor. She has also taught at George Washington Law School, New York University Law School, and Harvard Law School, has served as a Guest Scholar at the Brookings Institution, and is currently a visiting professor at Cornell University Law School.^[1] She has served as an Independent Trustee of the Eaton Vance Mutual Funds since 1998 and on the Advisory Board of the Aspen Institute's Business and Society Program since 2009. She is a frequent guest contributor to the New York Times,^[2] the Wall Street Journal,^[3] the Financial Times,^[4] National Public Radio, and the PBS Newshour.

Notable Theories[link]

The importance of human conscience to peace, prosperity, and the rule of law[link]

Stout is one of the first to apply the scientific evidence on unselfish prosocial behavior (“conscience”) to our understanding of how legal rules shape behavior. Cultivating Conscience: How Good Laws Make Good People (Princeton University Press, 2011) critiques the “homo economicus” assumption of rational selfishness and surveys behavioral science evidence demonstrating how and when people sacrifice their own material welfare to help or to avoid harming others. It applies the lessons of behavioral science to the questions of how tort, contract, and criminal law rules shape behavior, and suggests how to use law and rules more effectively by recruiting the force of conscience, not just material incentives, to encourage cooperative, ethical, and law-abiding behavior. Stout has also published articles on the importance of unselfish prosocial behavior in analyzing judicial behavior, corporate boards, and corporate and securities law.^[5]

The economic hazards of speculative derivatives trading and the common-law solution[link]

Since the 1990s, Stout has argued in several articles that “over-the-counter” (OTC) speculative trading in financial derivatives increases risks and erodes returns in financial markets.^[6] She argues for a return to the common-law approach of distinguishing between true hedging and insurance contracts (which were legally enforceable at common law) and purely speculative “wagering” contracts (which could be enforced only when entered on private exchanges that used membership, capital, and margin requirements to control risks).^[7] Stout warned against the deregulation of OTC derivatives trading in 1998.^[8] She testified before the Senate Agriculture Committee in 2009 on the need to move speculative trading onto private exchanges and clearinghouses to prevent future financial institution failures.

Uncertainty, Subjective Disagreement, and Financial Markets[link]

Stout has published numerous articles on how economic uncertainty permits subjective disagreement that leads to wasteful, risk-increasing speculative trading in stocks, commodities, and derivatives.^[9] She was one of the first legal scholars to explore how subjective disagreement can prevent stock market prices from accurately reflecting fundamental economic values.^[10]

Team Production Theory and other Challenges to “Shareholder Primacy”[link]

With her co-author economist Margaret Blair, Stout has proposed a “team production” theory of the corporation that posits that corporate boards enjoy a broad range of discretion in setting corporate policy and allocating corporate surplus because they are in the best position to preserve and protect important firm-specific investments of not only shareholders, but also creditors, employees, and the larger community.^[11] Stout’s and Blair’s team production model was cited by U.S. Supreme Court Justice Stevens in his dissenting opinion in Citizens United v. FCC. Stout has also published numerous other articles on the empirical and theoretical weakness in the “shareholder primacy” view that corporations should be run to maximize shareholder wealth as measured by share price.^[12]

Publications[link]

Selected books

• Cultivating Conscience: How Good Laws Make Good People (Princeton University Press, 2011)
• Cases and Materials on Law and Economics (with David Barnes, West 1992)

Selected Articles

• Fiduciary Duties for Activist Shareholders (with Iman Anabtawi), 60 Stan. L. Rev. 1255 (2008) (selected in Corporate Practice Commentator’s annual poll as one of the ten best corporate and securities law articles published in 2008)
• Shareholder Control and Corporate Boards' (2 March 2007) The Washington Post
• On the Nature of Corporations (2005) SSRN
• Do Antitakeover Defenses Decrease Shareholder Wealth? The Ex Post/Ex Ante Valuation Problem (2003) SSRN
• The Shareholder As Ulysses: Some Empirical Evidence on Why Investors In Public Corporations Tolerate Board Governance, 152 U. Pa. L. Rev. 667 (2003)
• The Mechanisms of Market Inefficiency: An Introduction to the New Finance, 28 J. Corp. L. 635 (2003) (selected in Corporate Practice Commentator’s annual poll as one of the ten best corporate and securities law articles published in 2003)
• Bad and Not-So-Bad Arguments for Shareholder Primacy, 75 S. Cal. L. Rev. 1189 (2002)
• Trust, Trustworthiness, and the Behavioral Foundations of Corporate Law, 149 U. Penn. L. Rev. 1735 (2001) (with Margaret Blair)
• Why The Law Hates Speculators: Regulation and Private Ordering in the Market for OTC Derivatives, 48 Duke L. J. 701 (1999)
• A Team Production Theory of Corporate Law, 85 Va. L. Rev. 247 (1999) (with Margaret Blair) (selected in Corporate Practice Commentator’s annual poll as one of the ten best corporate and securities law articles published in 1999)
• Are Stock Markets Costly Casinos? Disagreement, Market Failure, and Securities Regulation, 81 Va. L. Rev. 611 (1995) (selected in the Corporate Practice Commentator’s annual poll as one of the ten best corporate and securities law articles published in 1995)
• Betting The Bank: How Derivatives Trading Under Conditions of Uncertainty Can Increase Risks and Erode Returns in Financial Markets, 21 J. Corp. L. 53 (1995)
• Are Takeover Premiums Really Premiums? Market Price, Fair Value, and Corporate Law, 99 Yale L. J. 1235 (1990)
• The Unimportance of Being Efficient: An Economic Analysis of Stock Market Pricing and Securities Regulation, 87 Mich. L. Rev. 613 (1988)

See also[link]

• US corporate law
• Securities and Exchange Act

Notes[link]

External links[link]

• Webpage at UCLA