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The correlation between governance indices and abnormal returns documented for 1990–1999 subsequently disappeared. The correlation and its disappearance are both due to market participants' gradually learning to appreciate the difference between good-governance and poor-governance firms....
Persistent link: https://www.econbiz.de/10010664042
The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges during the 1996-2005 decade was very...
Persistent link: https://www.econbiz.de/10012767206
Firms going public have increasingly been incorporating antitakeover provisions in their IPO charters, while shareholders of existing companies have increasingly been voting in opposition to such charter provisions. This paper identifies and analyzes possible explanations for this empirical...
Persistent link: https://www.econbiz.de/10012767749
insufficient to secure the adoption of value-increasing governance arrangements that management disfavors. I put forward an … governance arrangements, largely by inducing management to initiate value-increasing changes and without shareholders' having to … decisions. Power to intervene in game-ending decisions (to merge, sell all assets, or dissolve) could address management's bias …
Persistent link: https://www.econbiz.de/10012767763
This paper analyzes certain important shortcomings of state competition in corporate law. In particular, we show that, with respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of state takeover law, we argue, is consistent...
Persistent link: https://www.econbiz.de/10012767973
management from removal. Staggered boards, which a majority of U.S. public companies have, substantially insulate boards from …
Persistent link: https://www.econbiz.de/10012706301
This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded …
Persistent link: https://www.econbiz.de/10012706617
The Securities and Exchange Commission is currently considering a rulemaking petition that advocates tightening the rules under the Williams Act, which regulates the disclosure of large blocks of stock in public companies. In this Article, we explain why the Commission should not view the...
Persistent link: https://www.econbiz.de/10013037808
This paper provides a compact account of the problem of distorted choice in corporate takeovers. (A more detailed account is provided in, quot;Towards Undistorted Choice and Equal Treatment in Corporate Takeoversquot;). I analyze how the tender decisions of shareholders facing a takeover bid...
Persistent link: https://www.econbiz.de/10012786319
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...
Persistent link: https://www.econbiz.de/10012721806