Volume 1A covers corporate finance: how businesses allocate capital - the capital budgeting decision - and how they obtain capital - the financing decision. Though managers play no independent role in the work of Miller and Modigliani, major contributions in finance since then have shown that managers maximize their own objectives. To understand the firm's decisions, it is therefore necessary to understand the forces that lead managers to maximize the wealth of shareholders.

At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place.
 

Contributors

JOHN ARMOUR
JOSEPH A McCAHERY
RONALD J GILSON 
REINIER KRAAKMAN
DONALD C LANGEVOORT
DAVID A SKEEL, JR
SIMON DEAKIN
SUZANNE J KONZELMANN
PAOLO GIUDICI
JOHN C COFFEE, JR
LUCIAN ARYE BEBCHUK
WILLIAM W BRATTON
JAMES D COX
BERNARD BLACK
BRIAN CHEFFINS
MICHAEL KLAUSNER
RICHARD C NOLAN
PAUL DAVIES
KLAUS J HOPT
JOHN ARMOUR
GÉRARD HERTIG
JOSEPH A McCAHERY
EILÍS FERRAN
LUCA ENRIQUES

The economic importance of the non-profit sector is growing rapidly in the USA and Europe. However, the law has not kept abreast with its development. The European Court of Justice has extended certain freedoms of the EC Treaty to non-profit organisations, and more case law is expected to follow in the near future, but the observations, theories, solutions and legal and non-legal rules in this field are manifold. The chances of harmonising the law on a European level are slim. Despite these differences, a common core of international corporate governance problems and regulatory solutions can be seen. This volume of essays brings together a variety of international experts from both corporate governance and governance of non-profit organisations to compare the two areas and explore the lessons that can be learned regarding comparative corporate governance for non-profit organisations.

Contributors

Helmut K. Anheier, 
John A. Edie, 
Christoph Mecking, 
Henry Hansmann, 
Richard Steinberg, 
James Fishman, 
Hubert Picarda, 
Thomas von Hippel, 
Tymen J. van der Ploeg, 
Katrin Deckert, 
Zoltán Csehi, 
Kateřina Ronovská, 
Knut B. Pißler, 
Evelyn Brody, K
laus J. Hopt, 
Robert Atkinson, 
Rainer Hüttemann, 
Peter Luxton, 
W. J. M. van Veen, 
Carsten Carstensen, 
Maximilian Haag, 
Andreas Richter, 
Carl Hemström, 
Sören Friis Hansen, 
Susanne Kalss, 
Thomas Sprecher, 
Stanley Siegel, 
Greyham Dawes, 
Richard Fries, 
John D. Colombo, 
Rainer Walz

The harmonisation of company law has always been on the agenda of the European Union. Besides the protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. In fact, the fear of the Netherlands becoming the ‘Delaware of Europe’ (in terms of competition among Member States) seemed real, until, ironically, at the beginning of the 21st century, it was the privilege of the Dutch (and the Danish) state to fail in making the abuse argument before the European Court of Justice. The Court was apparently at ease since comparative law research had shown that the U.S. model of state competition was more fruitful than harmful: Delaware had, among U.S states, developed the most sophisticated corporate law, and nurtured the country’s most experienced company law judges. Therefore the Commission felt ready to refocus its company law strategy. On the basis of the so-called Winter Group Report, it wrote its Company Law Action Plan, which was issued on 21 May 2003. Now, six years later, a revisit is appropriate. In this volume researchers of the Jan Ronse Institute for Company law of the Katholieke Universiteit Leuven present five papers on the main priorities of the Action Plan: capital and creditor protection, corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts. The conclusion of the book is written by Jaap Winter.

The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

Contributors

Andreas M. Fleckner, 
Klaus J. Hopt, 
Jennifer G. Hill, 
Junhai Liu, 
Knut B. Pissler,
 Wen-Yeu Wang, 
Wang-Ruu Tseng, 
Nobuo Nakamura, 
Susanne Kalss, 
Alexia Autenne, 
Jan S. Christensen, 
Jukka T. Mähönen, 
Pierre-Henri Conac, 
Lado Chanturia, 
George Jugeli, 
Hanno Merkt, 
Péter J. Nikolicza, 
Isabelle Corbisier, 
Jaron van Bekkum, 
Steven Hijink, 
Michael Schouten, 
Jaap Winter, 
Beate Sjåfjell, 
Cecilie Kjelland, 
Stanislaw Soltysiński, 
Jorge M. Coutinho de Abreu, 
José A. García-Cruces González, 
Ignacio Moralejo Menéndez, 
Peter V. Kunz, 
Marc T. Moore, 
Raúl A. Etcheverry, 
Rafael M. Manóvil, 
Nelson Eizirik, 
Ana C. Weber, 
Arthur R. Pinto, 
Franklin A. Gevurtz

Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Yet, as this Handbook shows, there have been major shifts in capital market structure that require a reassessment of the role and power of shareholders. This book provides a contemporary analysis of shareholder power and considers the regulatory consequences of changing ownership patterns around the world. Leading international scholars in corporate law, governance and financial economics address these central issues from a range of different perspectives including historical, contemporary, legal, economic, political and comparative.

Contributors

S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. Zein

The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies.

More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value.

This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.

Contributors:

John Armour, University of Oxford
Dan Awrey, University of Oxford
Douglas Baird, University of Chicago
Lucian A. Bebchuk, Harvard Law School
Marco Becht, University of Brussels
Bernard S. Black, Northwestern University School
William W. Bratton, University of Pennsylvania Law School
Alon Brav, Duke University
Brian Cheffins, University of Cambridge
Douglas Cumming, York University
Peter Cziraki, University of Toronto
Na Dai, SUNY Albany
Jill E. Fisch, University of Pennsylvania
Julian Franks, London Business School
Stuart Gillan, University of Georgia
Henry T.C. Hu, University of Texas
Robert J. Jackson,Jr., Columbia University
Wei Jiang, Columbia University
Sofia A. Johan, York University
Marcel Kahan, New York University Law School
Steven N. Kaplan, University of Chicago
April Klein, New York University
Kai Li, University of British Columbia
Colin Mayer, University of Oxford
Joseph A. McCahery, Tilburg University Law School
Frank Partnoy, San Diego University
Ludovic Phalippou, University of Oxford
Robert K. Rasmussen, University of Southern California
Luc Renneboog, Tilburg University
Edward Rock, University of Pennsylvania Law School
Stefano Rossi, Purdue University
Per Strömberg, Stockholm School of Economics
Peter G. Szilagyi, University of Cambridge
Laura T. Starks, University of Texas
Randall Thomas, Vanderbilt University
Erik P.M. Vermeulen, Tilburg University
Wei Wang, Queen's School of Business
Michael L. Wachter, University of Pennsylvania
Emanuel Zur, University of Maryland

The financial crisis of 2007–9 revealed serious failings in the regulation of financial institutions and markets. Prompting a fundamental reconsideration of the design of financial regulation, the financial system has become ever more complex and interconnected, and the pace of evolution continues to accelerate. It is now clear that regulation must focus on the financial system as a whole, but this poses significant challenges for regulators. This book describes how to address those challenges. Examining the subject from a holistic and multidisciplinary perspective, the book considers the underlying policies and the objectives of regulation by drawing on economics, finance, and law methodologies. The volume examines regulation in a purposive and dynamic way by framing the book in terms of what the financial system does, rather than what financial regulation is. By analysing specific regulatory measures, the book provides readers with the opportunity to assess regulatory choices on specific policy issues and encourages critical reflection on the design of regulation.

The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more.

Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook.

Contributors
 

Benjamin E. Hermalin
Michael S. Weisbach
Robert Bartlett
Eric Talley
J. Harold Mulherin
Jeffry M. Netter
Annette B. Poulsen
Renée Birgit Adams
Alex Edmans
Xavier Gabaix
Dirk Jenter
Clifford G. Holderness
Vikas Mehrotra
Randall Morck
Julian Franks
Colin Mayer

The financial system and its regulation have undergone exponential growth and dramatic reform over the last thirty years. This period has witnessed major developments in the nature and intensity of financial markets, as well as repeated cycles of regulatory reform and development, often linked to crisis conditions. The recent financial crisis has led to unparalleled interest in financial regulation from policymakers, economists, legal practitioners, and the academic community, and has prompted large-scale regulatory reform. The Oxford Handbook of Financial Regulation is the first comprehensive, authoritative, and state of the art account of the nature of financial regulation. Written by an international team of leading scholars in the field, it takes a contextual and comparative approach to examine scholarly, policy, and regulatory developments in the past three decades.

The first three parts of the Handbook address the underpinning horizontal themes which arise in financial regulation: financial systems and regulation; the organization of financial system regulation, including regional examples from the EU and the US; and the delivery of outcomes and regulatory techniques. The final three Parts address the perennial objectives of financial regulation, widely regarded as the anchors of financial regulation internationally: financial stability, market efficiency, integrity, and transparency; and consumer protection.

The Oxford Handbook of Financial Regulation is an invaluable resource for scholars and students of financial regulation, economists, policy-makers and regulators.

Contributors:

Kern Alexander is the Chair of Law and Finance at the University of Zurich, and Senior Research Fellow at the Centre for Financial Analysis & Policy, University of Cambridge.

John Armour is the Hogan Lovells Professor of Law and Finance at the University of Oxford and a Fellow of Oriel College.

Douglas Arner is a Professor in the Faculty of Law of the University of Hong Kong and Co-Director of the Duke University-HKU Asia-America Institute in Transnational Law.

Emilios Avgouleas holds the International Banking Law and Finance Chair at the University of Edinburgh.

Julia Black is Professor of Law and Pro Director for Research at the London School of Economics.

Christopher Brummer is Professor of Law at Georgetown University.

Simon Deakin is Professor of Law at the University of Cambridge and a Fellow of Peterhouse.

Olivia Dixon is a Lecturer in the Regulation of Investment and Financial Markets at the University of Sydney Law School.

Luca Enriques is the Allen & Overy Professor of Corporate Law at the University of Oxford, and a Fellow of Jesus College.

Michelle Everson is Professor of Law in the School of Law at Birkbeck, University of London.

Eilís Ferran is Professor of Company and Securities Law at the University of Cambridge, the University JM Keynes Fellow in Financial Economics, and a Fellow of St Catharine's College, Cambridge.

Guido Ferrarini is Professor of Business Law and Capital Markets Law at the University of Genoa.

Andreas Fleckner is a Senior Research Fellow at the Max Planck Institute for Comparative and International Private Law, Hamburg.

Sergio Gilotta is Assistant Professor at the University of Bologna Faculty of Law.

Brigitte Haar is the Chair for Private Law, German, European, and International Business Law, Law and Finance, and Comparative Law at the Johann Wolfgang Goethe-University in Frankfurt.

Rosa Lastra is Professor in International Financial and Monetary Law at the Centre for Commercial Law Studies, Queen Mary University of London.

Iain MacNeil is the Alexander Stone Chair of Commercial Law at the University of Glasgow.

Colin Mayer is the Peter Moores Professor of Management Studies at the Saïd Business School, University of Oxford.

Harry McVea is Professor of Law at the University of Bristol.

Niamh Moloney is Professor of Financial Markets Law at the London School of Economics and Political Science.

Peter O. Mülbert is Professor of Law at the Faculty of Law and Economics, and Director of the Center for German and International Law of Financial Services, University of Mainz and a Fellow of Gutenberg Research College.

Eric Pan is Associate Professor of Law at the Benjamin N. Cardozo School of Law, Yeshiva University.
Frank Partnoy is the George E. Barrett Professor of Law and Finance at the University of San Diego School of Law.

Jennifer Payne is Professor of Corporate Finance Law at the University of Oxford and a Fellow of Merton College.

Paolo Saguato is an LSE Fellow in Financial Regulation at the London School of Economics and Political Science.

Matt Smallcomb is at Georgetown University School of Law.

Dimity Kingsford Smith is Professor of Law at the University of New South Wales.

Andrew Tuch is Associate Professor of Law at Washington University Law.

This highly topical Research Handbook examines how to deter corporate misconduct through public enforcement and private interventions. Contributors present theoretical and empirical analyses of individual and organizational liability for corporate misconduct, securities, fraud and corruption. Other chapters evaluate private interventions, such as whistleblowing and compliance.

Chapters cover individual and organizational liability evaluate issues such as individual liability for corporate crime, deferred and non-prosecution agreements, supervisory liability, the cost to organizations of reputational damage from corporate settlements, corporate and individual liability for securities fraud, the SEC’s revolving door, multi-jurisdictional enforcement of anti-corruption laws, the scope of the Foreign Corrupt Practices Act, and countries’ efforts to deter corruption by state actors. Chapters on private interventions examine optimal compliance, behavioral compliance, the role of the General Counsel, internal investigations, and whistleblowing. This Research Handbook also highlights promising avenues for future research.

The Research Handbook on Corporate Crime and Financial Misdealing is designed to provide a broad introduction to the literature in each area covered, as well as in-depth original analysis on important issues of concern to legal researchers, policy-makers, and practitioners.