Between 1950 and 2005, the composition of large public company boards dramatically shifted towards independent directors, from approximately 20% independents to 75% independents. The standards for independence also became increasingly rigorous over the period. The available empirical evidence...

This paper contributes to the research on corporate governance by predicting the effects of European takeover regulation. In particular, we investigate whether the recent reforms of takeover regulation in Europe are leading to a harmonization of the national legislations. With the help of 150...

This paper revisits the controversy on regulation and applies its insights to the debate on corporate governance and mutual funds. The general result of this exercise is that a strong case can be made in favor of more mandatory disclosure. While theoretically there is scope also for other...

We revisit debates on the regulation of IPOs by analyzing failure rates of IPOs carried out between 1900 and 1913 on the London and Berlin stock exchanges, two of the leading financial markets during the early 20th century. IPOs were regulated more heavily in Germany than in Britain and, as...

In this paper, we first shed light on the factors that underlie the differences between the ‘shareholder wealth maximization' and the ‘long-term commitment' models of corporate governance. By introducing a third type of governance model, we show that a three-dimensional approach provides a...

The forthright brand of shareholder activism hedge funds deploy became during the 2000s a significant feature of Canadian corporate governance. This paper examines hedge fund activism “Canadian style.” The paper characterizes the interventions hedge funds specialize in as “offensive”...

More and more companies appear with strange abbreviations behind their business name. Consider Chrysler Group LLC (instead of Inc.) or LVMH Montres & Joaillerie France SAS. Some even speak about the 'endangered corporate form' and point to the rise of the uncorporation. This Primer examines how...

This article examines the post-financial crisis trends in the private equity industry. Although most research has followed the pre-crisis trends, we show that investors are demanding the inclusion of more investor-favorable compensation terms in limited partnership agreements. Our findings...

This paper, prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, deals with the historical development of corporate law in the United States, focusing on the promise and perils of quantification. The paper is part of a larger project where we have already...

Shareholder activism by hedge funds has over the past few years become a major corporate governance phenomenon. This paper puts the trend into context. The paper begins by distinguishing the “offensive” form of activism hedge funds engage in from “defensive” interventions...