Chapter 3 investigates the evolution of institutional shareholder activism, focusing on how a diverse range of investors – including pension funds, asset managers, hedge funds, and index funds – have moved from passive holders to more assertive and strategic actors in corporate governance. It traces the theoretical roots of shareholder activism, from the exit-versus-voice framework to the economic constraints and tactical shifts that define modern engagement. Using a typology of firm-, portfolio-, and system-level activism, the chapter explores a broadened strategic repertoire – illustrating a shift from adversarial tactics to more collaborative, coalition-based engagement – and examines how activist goals have expanded from financial returns to encompass ESG and systemic concerns. Drawing on a hand-collected dataset of UK activism campaigns (2010–20), it maps evolving trends in actors, agendas, and tactics, and analyses how ownership concentration and investment horizon influence outcomes. The chapter concludes by situating shareholder activism within policy debates, contrasting ‘engaged’ and ‘transient’ investors, and reframing shareholder voice within a pluralistic model of stewardship.

Chapter 4 reconceptualises investor stewardship by tracing its historical, conceptual, and economic roots and advancing a theory of stewardship as delegated, relational power. It unpacks the evolving meanings of stewardship – from early moral connotations to contemporary use in corporate governance and investment management. Rejecting a narrow principal–agent lens, it reframes stewardship as a multidimensional practice embedded in complex delegation structures and layered accountabilities. The chapter introduces a tripartite model of stewardship – as power exercised by institutional investors, on behalf of clients and beneficiaries, and for the benefit of wider, often unseen, stakeholders – and a four-part relational model: client stewardship, end-investor stewardship, asset stewardship, and sustainability stewardship. These relationships expose the plural and sometimes conflicting responsibilities investors bear within a fragmented investment chain. It also considers the economic rationale for investor stewardship, highlighting incentives, constraints, and portfolio dynamics. Finally, it introduces the enlightened steward as a pluralistic figure balancing private mandates with systemic effects.

This chapter reflects on the future of governance in an era where corporate-driven, private arrangements increasingly dominate key sectors, from artificial intelligence to biotechnology and beyond. While public power still contributes through research funding and normative frameworks, the sheer scale and speed of private actors often surpass traditional regulatory capacities. Governance today rests to a considerable extent with the internal factions of corporations—engineers, compliance teams, and public relations—who shape techno-normative frameworks with little public accountability. The chapter argues that governance by emulation offers a pragmatic, albeit imperfect, path forward. Emulating public law principles—such as accountability, self-governance, and due process—into private contexts can inject public-minded values into profit-driven structures. However, traditional private law mechanisms, such as contracts and fiduciary duties, need repurposing to address the scale and public significance of corporate governance. Similarly, the role of infrastructure, code, and technical frameworks in shaping governance must be acknowledged alongside conventional normative tools. While these developments hold both promise and peril, they also mirror the incremental evolution of liberal public institutions. By embedding public law ideals into emerging governance constellations, we may foster accountability structures capable of addressing the complexities of modern global power dynamics—marking a critical step toward a more balanced and responsive future governance framework.

This chapter explores the genesis, structure, and potential of the European Union’s out-of-court dispute settlement bodies (ODSs), a cornerstone of the Digital Services Act (DSA) aimed at regulating social media platforms. As a manifestation of Governance by Emulation, ODSs blend public law principles with private governance, emulating individual rights adjudication to hold platforms accountable. This chapter examines the political context behind their creation, tracing the EU’s regulatory evolution and the legislative battles that shaped Article 21 of the DSA. While hailed as innovative tools for ensuring accountability, ODSs face significant structural limitations, such as non-binding decisions, weak cost incentives, and a narrow enforcement focus. Nonetheless, they present a promising avenue for resolving disputes efficiently and experimenting with integrating large language models in decision-making. Early implementation highlights a mix of creativity and challenges, offering insights into the EU’s broader regulatory ambitions to administrify platform governance and set global standards. By analyzing ODSs’ hybrid institutional design and initial practices, this chapter illustrates their dual potential: advancing accountability while exposing the risks of emulating public law mechanisms in private contexts. It concludes by reflecting on ODSs’ role as Emulated Guardians and their implications for future governance of digital public spaces. European Union

Chapter 8 sets out a reform agenda for a third-generation (3G) UK Stewardship Code, grounded in the book’s normative and empirical analysis. It begins by diagnosing three core limitations of the current regime: conceptual drift; constraints on other-regarding responsibilities linked to materiality and investor duties; and persistent implementation gaps. In response, it proposes reform along two dimensions. First, it calls for a clarified, purpose-driven definition of investor stewardship – centred on a balanced, other-regarding model of enlightened stewardship. This model recognises the interdependence between financial returns and the long-term health of economic, social, and environmental systems, drawing on emerging interpretations of Section 172 of the Companies Act 2006. Second, it advocates strengthening stewardship reporting by embedding reflexivity and institutional learning. The chapter argues that investor stewardship should evolve from a compliance exercise into a credible mechanism for aligning capital with public value. Reimagined in this way, the 3G UK Code offers a forward-looking institutional response to the governance challenges of our time.

Chapter 2 traces the evolving role of the shareholder across key theories and institutional shifts in corporate governance. It begins with a historical account of shareholder governance, from entrepreneurial proprietors to passive risk-bearers, before revisiting Berle and Means’ analysis of the separation of ownership and control. It then examines how post-war managerialism gave way to contractarian theories that reframed shareholders as holders of exit rights in a market-based governance model. Legal doctrines, voting rights, and market mechanisms reinforced shareholder centrality, despite its legitimacy remained contested. The chapter turns to the rise of institutional investors in the UK since the 1970s, marking a shift in the locus and exercise of shareholder power. Through this lens, it interrogates the normative assumptions underpinning shareholder governance and revisits the meaning of ownership and control in an age of financial intermediation. It sets the stage for reimagining investor stewardship not as a mere extension of agency theory, but as a form of institutionalised accountability, embedded in systems of power, responsibility, and public purpose.

This chapter introduces the book’s central theoretical framework: the dual state. Building on and extending Ernst Fraenkel’s classic concept, it offers a new explanation for the persistence of judicial independence in regimes hostile to liberal norms. The chapter argues that a stable dual state depends on containing prerogative interventions through centralized discipline and restricting normative jurisdiction through dejudicialization – both of which require a high degree of political consolidation. By reframing the autonomy-control relationship as a function of regime strength, this reconceptualization resolves a long-standing puzzle in the study of judicial politics under authoritarianism. While grounded in the Chinese case, the framework offers broader insights into the institutional logic of authoritarian legality across regimes.

Congress sought to protect African Americans, not only through Section 2 of the Fourteenth Amendment but also through the Fifteenth Amendment. Congress’s authority to impose the penalty of reduced representation for any abridgment of the right to vote was intended to be an important supplement to Congress’s power to enact broad legislation to combat racial discrimination in voting. Congress also read its authority under the Reconstruction Amendments in tandem with provisions of the original Constitution – the Guarantee Clause, the Elections Clause and Article I, Section 5 – that emerged from Reconstruction redefined. These provisions gave Congress a role in defining the political community entitled to exercise this newly redefined right to vote, a right that was now federally protected and disconnected from its property-like status. Voting now served as the vehicle through which “We the People” could more easily join the community of “We the Voters” and express their political power.