We study how deregulation of corporate law affects the decision of entrepreneurs of where to incorporate. Recent rulings by the European Court of Justice (ECJ) have enabled entrepreneurs to select their country of incorporation independently of their real seat. We analyze foreign incorporations...

We examine the shareholder wealth effects of takeover defenses by developing a model in which takeovers facilitate the implementation of technological innovations. In the rational expectations equilibrium of the model with explicit contracts, we show that takeover defenses are deployed to insure...

We provide an explanation for the widespread use of senior convertible preferred stock in venture capital financing. We develop a model of cash constrained entrepreneurs who need an investor to finance their project. Investors can either be uninformed, such as small individual bondholders, or...