Constraints on Private Benefits of Control: Ex Ante Control Mechanisms Versus Ex Post Transaction Review

Deconstructing Equity: Public Ownership, Agency Costs, and Complete Capital Markets

Corporate Governance Changes As a Signal: Contextualizing the Performance Link

Promoting ?good? corporate governance has become an important concern. One result has been the creation of indexes that purport to measure the quality...

Choice as Regulatory Reform: The Case of Japanese Corporate Governance

Contracting About Private Benefits of Control

The separation of control and ownership ? the ability of a small group effectively to control a company though holding a minority of its cash flow rights ?...

Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU

Countries pursuing economic development confront a fundamental obstacle. Reforms that increase the size of the overall pie are blocked by powerful...

Agency Capitalism: Further Implications of Equity Intermediation

This chapter continues our examination of the corporate law and governance implications of the fundamental shift in ownership structure of U.S. public...

The Case for an Unbiased Takeover Law (with an Application to the European Union)

Takeover regulation should neither hamper nor promote takeovers, but instead allow individual companies to decide the contestability of their...

Systemic Harms and Shareholder Value

The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the...

Bank Resolution in Europe: the Unfinished Agenda of Structural Reform

This chapter argues that the work of the European Banking Union remains incomplete in one important respect, the structural re-organization of large...

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...

Shareholder Initiative: An Informal Social Choice and Game Theoretic Approach

The Empty Call for Benefit-Cost Analysis in Financial Regulation

?Benefit-cost analysis? as applied to financial regulation is a serious category mistake that has the potential to stymie regulation aimed at the...

Loyalty Shares with Tenure Voting - Does the Default Rule Matter? Evidence from the Loi Florange Experiment

The contractual theory of the firm predicts that companies adopt charters that maximise firm value, regardless of the default rule. We test this...

Money Market Funds Run Risk: Will Floating Net Asset Value Fix the Problem?

Executive Compensation and Corporate Governance in Financial Firms: The Case for Convertible Equity-Based Pay

The Ownership of Japanese Corporations in the 20th Century

Twentieth century Japan provides a remarkable laboratory for examining how an externally imposed institutional and regulatory intervention affects...

The Origins of the German Corporation - Finance, Ownership and Control

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...

Marketplace Lending, Information Aggregation and Liquidity

We address a puzzle whereby lending marketplaces, aimed at directly connecting retail lenders and borrowers, retreat from auctions and take on the role...

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...

Returns to Shareholder Activism: Evidence from a Clinical Study of the Hermes U.K. Focus Fund

This article reports a unique analysis of private engagements by an activist fund. It is based on data made available to us by Hermes, the fund manager...

Decomposing Fire Sale Discounts

The paper decomposes the raw fire sale discount into a quality component, a misallocation component, and  a  residual  liquidity  component. ...

Embattled CEOs

For Whom is the Corporation Managed in 2020?: The Debate over Corporate Purpose

A high profile public debate is taking place over one of the oldest questions in corporate law, namely, “For whom is the corporation managed?” In...

Comparative Corporate Insolvency Law

This chapter deals with fundamental issues of corporate insolvency law. Particular attention is paid to the agency problems related to ?bankruptcy...

Corporate governance may be on the verge of entering a new stage. After the managerialism that dominated the view of the corporation into the 1970s and the...

Contracting for a European Insolvency Regime

The European Commission has proposed a directive on ‘preventive restructuring frameworks’ for financially distressed firms. I demonstrate that...

A New Framework for Business Restructuring in Europe: The EU Commission's Proposals for a Reform of the European Insolvency Regulation and Beyond

This paper critically reviews the EU Commission?s proposals for a reform of the European Insolvency Regulation (EIR). The focus of the paper is on the...

Collateral Damage: Brexit's Negative Effects on Regulatory Competition and Legal Innovation in Private Law

This article attempts to assess the consequences of Brexit for English and European private law. More specifically, I am interested in how the level of...

Codetermination: A Poor Fit for U.S. Corporations

The idea that a corporation’s employees should be allowed to elect some of the corporation’s board members, a system known as codetermination, has...

Corporate Governance Changes As a Signal: Contextualizing the Performance Link

Promoting ?good? corporate governance has become an important concern. One result has been the creation of indexes that purport to measure the quality...

Deconstructing Equity: Public Ownership, Agency Costs, and Complete Capital Markets

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...

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...

Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange

From Corporate Law to Corporate Governance

This essay is a contribution to the forthcoming Oxford University Press Handbook of Corporate Law and Governance edited by Jeffery Gordon and Georg...

How Investors Can (and Can't) Create Social Value

Most investors have a single goal: to earn the highest financial return. These socially-neutral investors maximize their risk-adjusted returns and...

The Case for an Unbiased Takeover Law (with an Application to the European Union)

Takeover regulation should neither hamper nor promote takeovers, but instead allow individual companies to decide the contestability of their...