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...

This chapter deals with fundamental issues of corporate insolvency law. Particular attention is paid to the agency problems related to “bankruptcy governance” and how these are addressed in various jurisdictions. Methodologically, the chapter is based on a functional approach that compares...

Facilitating cross-border mergers and acquisitions has long been one of the objectives of European company law directives and regulations. This short essay shows that the current European legal framework unnecessarily raises the transactions costs to be incurred when the acquirer aims both to...

Expressions of dissent by corporate directors are a valuable, indeed vital, attribute of good corporate governance. Vocal opposition by a director, for example, might help correct a good-faith mistake or, in more serious and extreme circumstances, warn the market of possible abuse and other...

Brazil is one of the world's largest emerging markets, with many opportunities for development. Persuading financiers to commit funds to Brazilian firms requires effective corporate and securities laws to facilitate ‘arm's length' contracting. Enforcement of these laws is problematic....

The UK's recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in the rest of the EU. So far, however, there has been relatively little discussion of the implications of Brexit for legal persons — that is,...

The European Commission has proposed a directive on ‘preventive restructuring frameworks' for financially distressed firms. I demonstrate that the proposal is flawed because it creates a refuge for failing firms that should be liquidated, because it rules out going concern sales for viable...

Law and politics had a significant impact on stock market development in Germany between 1870 and the beginning of World War II. IPOs can be a bellwether for stock market development and nearly 1100 were carried out on the Berlin Stock Exchange during this period. Regulatory changes occurring in...