This paper develops a model of a self-fulfilling credit market freeze and uses it to study alternative governmental responses to such a crisis. We study an economy in which operating firms are interdependent, with their success depending on the ability of other operating firms to obtain...

Despite the large infusion of capital into the financial sector and low interest rates, the flow of financing to operating firms has failed to return to normal levels. One explanation suggested is that banks still lack confidence because they need time to adjust to the new environment. Another...

The Business Roundtable has played a key role in the opposition to the SEC shareholder access proposal. While the strong resistance to the proposal has been thus far successful in discouraging the SEC from adopting it, this paper considers the merits of the Business Roundtable's substantive...

We investigate which provisions, among a set of twenty-four governance provisions followed by the Investor Responsibility Research Center (IRRC), are correlated with firm value and stockholder returns. Based on this analysis, we put forward an entrenchment index based on six provisions - four...

This paper examines the specific features of the shareholder access rule recently proposed by the Securities and Exchange Commission. I suggest that, even accepting the Commission's generally cautious approach and its desire to limit shareholder access to cases where the need for it is evident,...

This paper contains the edited transcripts of the Symposium on Corporate Elections held at Harvard Law School in October 2003. The symposium brought together SEC officials, CEOs, directors, institutional investors, money managers, shareholder activists, lawyers, judges, academics, and others to...

The SEC is now considering a proposal to require some public companies to include in their proxy materials candidates for the board nominated by shareholders. I document that incumbents do not currently face any meaningful risk of being replaced via the ballot box, and I argue that providing...

In recent work, we presented evidence indicating that staggered boards have adverse effects on target shareholders. John Wilcox, the Vice-Chair of Georgeson, recently published a critique of our work, urging shareholders to support staggered boards. We respond in this article to Wilcox's...

This paper argues that once undistorted shareholder choice is ensured - which can be done by making it necessary for hostile bidders to win a vote of shareholder support - boards should not have veto power over takeover bids. The paper considers all of the arguments that have been offered for...