Working Paper
Taking Shareholder Protection Seriously? Corporate Governance in the United States and Germany
The paper undertakes a comparative study of the set of laws affecting corporate governance in the United States and Germany, and an evaluation of their...
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Can Staggered Boards Improve Value? Causal Evidence from Massachusetts
Staggered boards (SBs) are one of the most potent common entrenchment devices, and their value effects are considerably debated. We study SBs'...
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Should Shareholders Have a Say on Acquisitions?
Shareholders of U.S. corporations have lost billions of dollars in acquisitions they never approved. In the United Kingdom the listing...
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The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters
Corporate law is an arena in which the metaphor of the states as a laboratory describes actual practice, and, for the most part, this is a laboratory that...
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How are U.S. Family Firms Controlled?
In large U.S. corporations, founding families are the only blockholders whose control rights on average exceed their cash flow rights. We analyze how...
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Global Settlements: Promise and Peril
In 2010, Morrison v. National Australia Bank Ltd. destabilized the world of securities litigation by denying those who purchased their securities...
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Discharging the Discharge for Value Defense
Despite its massive size, the corporate debt market is often considered a sleepy refuge for the risk-averse. Yet, corporate debt contracts are often...
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Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US
It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both "good" law -- principally...
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Corporate Purpose: A Management Concept and its Implications for Company Law
Many companies have recently been following the so-called corporate purpose concept that is recommended by leading management scholars. To this end,...
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