This article outlines the development of English company law in the four centuries before 1900. The main focus is on the evolution of the corporate form and the five key legal characteristics of the corporation - separate legal personality, limited liability, transferable joint stock, delegated...

A popular research design identifies the effects of corporate governance by (changes in) state laws, clustering standard errors by state of incorporation. Using Monte-Carlo simulations, this paper shows that conventional statistical tests based on these standard errors dramatically overreject:...

The rise of large business corporations in the late nineteenth century compelled many American observers to admit that the nature of the corporation had yet to be understood. Published in this context, Ernst Freund's (1897) little-known The Legal Nature of Corporations was an original attempt to...

The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...

We collect data on the record of every action in hundreds of derivative cases and merger class actions involving public companies filed in the Delaware Court of Chancery from 2004 to 2011. We use these data to analyze how markets respond to litigation in the most important court for corporate...

Delaware is home to more than half of all public corporations, and its market share among initial public offerings is even higher. Not surprisingly, therefore, an extensive body of literature is dedicated to exploring the causes and consequences of Delaware's preeminence as a state of...

We study how the tradeoff between stock liquidity and stock market scrutiny affects various aspects of corporate policy, using data that cover public and private companies in Japan. We exploit legal reforms as the source of exogenous variation in stock market listing. The sample used in our main...

This study consists of two separate sections; both sections can be read individually but share a common theme in Corporate Governance (CG). In the first section, a unique approach is presented to test whether the manner through which corporate governance structure influence stock market...