Regulation

Who Should Make Corporate Law? EC Legislation Versus Regulatory Competition

This paper makes a case for the future development of European corporate law through regulatory competition rather than EC legislation. It is for the...

Regulating Public Offerings of Truly New Securities: First Principles

The public offering of truly new securities involves purchases by investors in sufficient number and in small enough blocks that each purchaser’s...

Farewell to Fairness: Towards Retiring Delaware's Entire Fairness Review

This Article entertains the idea that Delaware’s corporate law is set on a trajectory that would eventually lead to reforming its doctrine of entire...

The Limits of Limited Liability: Evidence from Industrial Pollution

We study how parent liability for subsidiaries’ environmental cleanup costs affects industrial pollution and production. Our empirical setting...

Defined Contribution Plans and the Challenge of Financial Illiteracy

Retirement investing in the United States has changed dramatically. The classic defined-benefit (DB) plan has largely been replaced...

Regulatory Suspensions in Times of Crisis: The Challenges of Covid-19 and Thoughts for the Future

The Covid-19 crisis in 2020 severely impacted the corporate and in turn, the financial sectors of the UK, entailing responses from financial regulators...

A Lesson from Startups: Contracting Out of Shareholder Appraisal

Appraisal is a controversial topic. Policymakers have debated the goals served by the appraisal remedy, and legislatures have repeatedly revised...

The Tragedy of ‘The Tragedy of the Commons’ – Hardin vs. The Property Rights Theorists

Garrett Hardin’s “The Tragedy of the Commons” (Hardin, 1968) is widely influential but conceptually flawed. Hardin characterizes the commons...

The Political Economy of AI-Driven Financial Supervision

AI-reliance is expected to improve risk management across the financial services industry, reinforcing the dominance of private...

Japan's Paradoxical Response to the New 'Global Standard' in Corporate Governance

Mandatory IFRS Reporting and Changes in Enforcement

In recent years, reporting under International Financial Reporting Standards (IFRS) became mandatory in many countries. The capital-market effects...

M&A Contracts: Purposes, Types, Regulation, and Patterns of Practice

M&A transactions are governed by contracts that exhibit constrained variation ? they are negotiated, yet full of boilerplate, tailored, yet full...