Why Did Some Banks Perform Better during the Credit Crisis? A Cross-Country Study of the Impact of Governance and Regulation

Eclipse of the Public Corporation or Eclipse of the Public Markets?

Since reaching a peak in 1997, the number of listed firms in the U.S. has fallen in every year but one. During this same period, public firms have been net...

Theft and Taxes

The U.S. Left Behind: The Rise of IPO Activity Around the World

Why Are Corporate Payouts So High in the 2000s?

The average annual inflation-adjusted amount paid out through dividends and repurchases by public industrial firms is more than three times larger...

What is the Shareholder Wealth Impact of Target CEO Retention in Private Equity Deals?

There is a widespread belief among observers that a lower premium is paid when the target CEO is retained by the acquirer in a private equity deal because...

The Costs and Benefits of Financial Market Regulation

This paper revisits the controversy on regulation and applies its insights to the debate on corporate governance and mutual funds. The general result of...

Is the American Public Corporation in Trouble?

We examine the current state of the American public corporation and how it has evolved over the last forty years. There are fewer public corporations now...

Implementation of the SRD II Provisions on Related Party Transactions

In 2017 the European Union adopted amendments to the Shareholder Rights Directive enacted a decade earlier. Among the changes was a new Article 9c...

Standard Setting for Accountants and the Role of the Public Interest Oversight Board

Standard setting for accountants and auditors takes places in international bodies, organised within the framework of the International Federation...

The Single Supervisory Mechanism or ?SSM?, Part One of the Banking Union

The Regulation on the Single Supervisory Mechanism mandates the European Central Bank to exercise prudential supervision on the most significant...

Enforcement of Corporate Governance Codes

The Transfer of the Company's Seat in European Company Law

Banking Union: Aspects of the Single Supervisory Mechanism and the Single Resolution Mechanism Compared

The Banking Union is based on different components, partly on directives applicable throughout the EU, partly on two regulations applicable only in the...

Network-Sensitive Financial Regulation

Shocks that hit part of the financial system, such as the subprime mortgage market in 2007, can propagate through a complex network of interconnections...

EC Company Law Directives and Regulations: How Trivial Are They?

Emergency Measures for Equity Trading: The Case Against Short-Selling Bans and Stock Exchange Shutdowns

After the Covid-19 crisis struck, equity prices abruptly plunged across the world. The clear prospect of an almost unprecedented decrease in supply and...

The Governance of Financial Supervisors: Improving Responsiveness to Market Developments

The Law and (Some) Finance of Related Party Transactions: An Introduction

This paper is the introductory chapter of Luca Enriques and Tobias Tröger (eds.), The Law and Finance of Related Party Transactions (Cambridge...

The Case Against a Special Regime for Intragroup Transactions

Corporate groups with minority shareholders in one or more subsidiaries are common around the world, despite the risks such arrangements pose to those...

Pandemic-Resistant Corporate Law: How to Help Companies Cope with Existential Threats and Extreme Uncertainty During the Covid-19 Crisis

This essay argues that, to address the Covid-19 crisis, in addition to creating a special temporary insolvency regime, relaxing provisions for...

The Promise and Perils of Crowdfunding: Between Corporate Finance and Consumer Contracts

‘Crowdfunding’ — raising capital through large numbers of small contributions — is a burgeoning phenomenon, spurred by the internet’s...

Regulation of Private Equity - Backed Leveraged Buyout Activity in Europe

Private equity-backed leveraged buyout activity in European markets has risen to unprecedented levels in recent years. This has yielded significant...

The Future of Disclosure: ESG, Common Ownership, and Systematic Risk

The U.S. securities markets have recently undergone (or are undergoing) three fundamental transitions: (1) institutionalization (with the result...

Mapping 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...

Dispersed Ownership: The Theories, the Evidence, and the Enduring Tension Between 'Lumpers' and 'Splitters'

From a global perspective, the single most noticeable fact about corporate governance is the radical dichotomy between dispersed ownership and...

The Existential Search of the European Banking Authority

The European Banking Authority (EBA), an EU agency that works to ensure effective and consistent prudential regulation and supervision across the...

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...

Ratings Reform: The Good, The Bad, and The Ugly

Both in Europe and in the United States, major steps have been taken to render credit rating agencies more accountable. But do these steps address the...

Why Do Auditors Fail? What Might Work? What Won't?

Auditing failures and scandals have become commonplace. In response, reformers (including the Kingman Review in the U.K and a recent report of the...

Where Do Firms Incorporate? Deregulation and the Cost of Entry

We study how deregulation of corporate law affects the decision of entrepreneurs of where to incorporate. Recent rulings by the European Court of...

Corporate Governance Through Voice and Exit

How do active managers engage with portfolio firms? And, what role does monitoring and engagement play in their trading decisions? We use proprietary...

Returns to Hedge Fund Activism: An International Study

This paper provides evidence on the incidence, characteristics, and performance of activist engagements across countries. We find that the incidence...

Outsourcing Active Ownership in Japan

This paper examines active ownership in Japan by an equity ownership service, Governance for Owners Japan (GOJ). GOJ engages with...

Does Mandatory Shareholder Voting Prevent Bad Acquisitions?

Shareholder voting on corporate acquisitions is controversial. In most countries acquisition decisions are delegated to boards and shareholder...

Hedge Fund Activism in Europe

The paper analyzes 362 European activist interventions by hedge funds, focus funds and other activist investors from 2000 to 2008. The sample includes...

Corporate Governance and Control

Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of...

Reciprocity in Takeovers

The European Commission has proposed a Takeover Directive that aims to make the control of European corporations more contestable. The European...