An important milestone often reached in the life of an activist engagement is entering into a “settlement” agreement between the activist and the target's board. Using a comprehensive hand-collected data set, we analyze the drivers, nature, and consequences of such settlement agreements....

Independent directors are an important feature of modern corporate law. Courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In this Article, we argue that the existing director-election regime significantly...

The Securities and Exchange Commission (SEC) is currently considering a rulemaking petition requesting that the Commission shorten the ten-day window, established by Section 13(d) of the Williams Act, within which investors must publicly disclose purchases of a five percent or greater stake in...

We test the empirical validity of a claim that has been playing a central role in debates on corporate governance — the claim that interventions by activist hedge funds have a detrimental effect on the long-term interests of companies and their shareholders. We subject this claim to a...

According to an influential view in corporate law writings and debates, pressure from shareholders leads companies to take myopic actions that are costly in the long term, and insulating boards from such pressure serves the long-term interests of companies as well as their shareholders. This...

We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape.The Williams Act established a federal regime regulating unsolicited tender...

This Article contributes to the long-standing and heated debate over dual-class companies by placing a spotlight on a significant set of dual-class companies whose structures raise especially severe governance concerns: those with controllers holding a small minority of the company's equity...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky CEOs,rdquo; lt;a href=quot;http://ssrn.com/abstract=945392quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=945392lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky Directors,rdquo; lt;a href=quot;http://ssrn.com/abstract=952239quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=952239lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...