Given recent empirical work suggesting that Canada is one of two countries in which outcomes favourable to shareholder activists are more likely than in the US, one might wonder whether shareholders in Canadian public companies have become too empowered. This concern is perhaps especially acute...

Section 365 of the Bankruptcy Code (“Code”), which focuses on the post-petition continuation of pre-petition contractual relations, controls the assumption and rejection of executory contracts and unexpired leases by a trustee or debtor-in-possession (“DIP”) in all bankruptcy cases....

When a client proudly announces that he has been named director of a prominent local corporation or financial institution, a red warning light ought to go on. Heartily congratulate the client on this distinction, then ask, "Are you aware of the responsibilities and liabilities of a director?" If...

Corporate law and governance scholarship has traditionally focused on understanding the agency costs that result from unresolved conflicts of interest between shareholders and management. This agency problem becomes trivial when corporate ownership is concentrated, as is the case in many...

An intense academic debate has arisen recently concerning the crucial bedrock that underpins a corporate governance regime where widely-held public companies dominate. In the discourse, little has been said about the contribution of merger activity. The paper seeks to address this gap by...

This paper proposes a theoretical model that incorporates corporate governance into the basic CAPM, where corporate governance affects the disutility of managerial effort and the possibility of managers to divert company resources. It shows that corporate governance affects firms’ stock...

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were...

The Modern Corporation and Private Property highlighted the evolving separation of ownership and control in the public corporation and the effects of that separation on the allocation of power within the corporation. This essay explores the implications of intermediation for those themes. The...

Using a sample of voting turnouts of annual general meetings of European companies, we document that shareholder voting turnouts are significantly different according to the ownership structure of the company. Different types of shareholder classes show different voting engagements according to...

The separation of control and ownership – the ability of a small group effectively to control a company though holding a minority of its cash flow rights – is common throughout the world, but also is commonly decried. The control group, it is thought, will use its position to consume...