Leveraged Employee Stock Ownership Plan (quot;ESOPquot;) transactions originated in the 1950s, yet there are still unresolved valuation issues that arise from a complex set of operating expenses, financing structures and contingent claims that are unique to leveraged ESOPs. Although complex,...

The German Bundesgerichtshof (Federal Court of Justice) has recently passed a judgement in which it held board members of a company liable for oral information given to investors during a quot;road showquot;. After the company had decided on an increase in its capital, the members of its...

This paper examines the trends and endogenous determinants of boards of directors (board size, composition, and CEO duality) for a sample of 212 US bank holding companies, from 1997 to 2004. Overall, the results show that the costs and benefits of boards' monitoring and advising roles could...

This article argues that mandatory securities disclosure regulation has unanticipated and ill-considered consequences. Disclosure regulation makes some forms of behavior more expensive relative to others. Rational actors will respond by shifting some conduct into comparatively cheaper outlets....

The need for effective and competitive financial markets is reflected in the internal control procedures of listed companies. The recent banking crises and the famous financial scandals have revealed the need for strong internal control mechanisms. Such mechanisms improve firms performance,...

Member States are required to adopt the European Directive on the Exercise of Certain Rights of Shareholders in Listed Companies until [December 31st, 2009]. Based on a comparative analysis of the existing rules on the Internet-based exercise of shareholder rights within the European Community...

Delaware makes the corporate law governing most large American corporations. Since Washington can take away any, or all, of that lawmaking, a deep conception of American corporate law should show how, when, and where Washington leaves lawmaking authority in state hands, and how it affects what...