A central challenge in the regulation of controlled firms is curbing rent extraction by controllers. As independent directors and fiduciary duties are often insufficient, some jurisdictions give minority shareholders veto rights over related-party transactions. To assess these rights'...

Black & Gilson (1998) argued that an IPO-welcoming stock market stimulates venture deals by enabling VCs to give founders a valuable “call option on control”. We study 18,000 startups to investigate the value of this option. Among firms that IPO, 60% of founders are no longer CEO. With...

There is a growing literature about the question of who should regulate the regulators. This paper is interested in the question of how to regulate the regulators. More specifically, it explores how far it may be feasible to apply rules and principles of good corporate governance to the...

Corporations play a crucial role in achieving a sustainable world. In achieving corporate sustainability, the current regulatory frameworks generally emphasize the role of the corporate board, but today's media suggest that institutional investors are becoming more involved. In this study, we...

This paper provides evidence that remote voting became the current technique for voting. Based on data for French companies, I found that gradually more and more shareholders, and not only institutional shareholders, vote in absentia. While a controlling shareholder continues to participate and...

Current shareholder engagement systems face large classical inefficiencies. First, due to the large chains of intermediaries in the current securities models, transaction costs are high and shareholder votes and other information are not always correctly transmitted between shareholders and...

This paper is the introductory chapter of Luca Enriques and Tobias Tröger (eds.), The Law and Finance of Related Party Transactions (Cambridge University Press: forthcoming). Its goal is to sketch out the individual chapters' contributions to the scholarly and policy debates on the adequate...

Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate...

This paper looks at shareholder activism from the perspective of the revision of the EU Shareholder Rights Directive, which was approved by the European Parliament on 14 March 2017. The main findings are as follows.First, the effective engagement of institutional investors in corporate...