In this paper, using a unique dataset of joint-stock companies, we empirically examine the determinants of the choice and size of the collective executive board, a core element of the multi-tier board system of Russian firms. Our empirical evidence strongly suggests that the need of company...

Durch vermehrt aufgetretene Finanzskandale und Zusammenbrüche namhafter Unternehmen wurde in den letzten Jahren das Vertrauen der Anleger nachhaltig gestört. Um die Glaubwürdigkeit in die veröffentlichten Finanzinformationen und in die Sicherheit der unternehmerischen Überwachungsprozesse...

This paper outlines a framework for evaluating the effect of traded options on aggregate damages in class action litigation brought under The Securities and Exchange Commission's rule 10b-5. Although buyers of call options and sellers of put options are sometimes included in the class, it is far...

Legal scholars devote much attention to the incorporation puzzle - why corporations so frequently incorporate in Delaware. This paper suggests that focusing on the incorporation decision overlooks a broader but intimately related set of questions. Choosing Delaware as the incorporation situs is,...

This paper examines the relationship between the quality of disclosure in companies' 10-K filings and the risk of securities class action litigation. I use a dataset containing 10-K documents filed electronically with the SEC in the period 1996-2005. Using two content analysis software programs...

Currently, CEO pay is determined by a company's board of directors, subject to limited shareholder approval in certain circumstances. However, as Lucian Bebchuk and Jesse Fried have argued, directors and CEOs do not necessarily engage in real arms length bargaining over CEO pay. Instead, CEOs...

When investors sign venture capital partnership agreements, they do not immediately turn over the entire committed capital. Instead, they contribute capital in stages, as needed by the fund. Typically, investors have at least three years to decide whether to honor their commitment obligations...

Corporate law is a field that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational, in which finance and the economic theory of the firm were used to inform the field. The timing of this revolution was not a fortuitous...

This paper analyses the role of the convergence of national corporate governance codes affecting listed public limited companies within the EU member states. It assesses this process against the need for protection of stakeholders and public interests. The first chapter looks to company...