Working Paper
Do Employee Interests Affect Target Board Decisions About Acquisition Offers? Evidence from Changes in Unemployment Insurance
We explore whether employee interests affect the evaluation of acquisition offers by target boards of directors. Exploiting changes in state...
Read moreThe Equilibrium Content of Corporate Federalism
This Article offers a positive political economy of corporate federalism. It draws on the history of corporate law and basic concepts of evolutionary...
Read moreShifting Contours of Directors’ Fiduciary Duties and Norms in Comparative Corporate Governance
Corporate law and corporate governance are often called upon to address problems in international and transnational contexts. Financial markets are...
Read moreCorporate law primarily operates to reduce agency costs, but it also has an important role to play in protecting society from social harms resulting from...
Read moreMotivation, Information, Negotiation: Why Fiduciary Accountability Cannot Be Negotiable
In the debate over contractual freedom or enabling-versus-mandatory rules in fiduciary law, those who do not adhere to an unbridled contractatian...
Read moreVarieties of Shareholderism: Three Views of the Corporate Purpose Cathedral
This Chapter seeks to make three modest contributions by offering views of the corporate purpose cathedral that bear on the role of law in it. These views...
Read moreMapping the Future of Insider Trading Law: Of Boundaries, Gaps, and Strategies
The current law on insider trading is arbitrary and unrationalized in its limited scope in a number of respects. For example, if a thief breaks into your...
Read morePurpose Proposals
Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations...
Read moreFiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory
In Anglo-American law, fiduciary duty is the core legal concept to address conflicts among directors/managers and shareholders. The concept is...
Read moreMutual funds’ strategic voting on environmental and social issues
Environmental and social (ES) funds in non-ES families must balance incorporating the stakeholder's interests they advertise and maximizing...
Read moreThe Rise and Fall of Delaware's Takeover Standards
The takeover standards that we learn and teach in law school, Revlon, Unocal, Weinberger, and Blasius, appear to be in decline. In this chapter for the...
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