IIt is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both quot;goodquot; law -- principally corporate and securities law -- and enforcement, yet there has been little empirical analysis of enforcement. We study private...

Delaware's courts and well-developed case law are widely seen as integral elements of Delaware's success in attracting incorporations. However, as we show using empirical evidence involving reported judicial decisions and filed cases concerning large mergers and acquisitions, leveraged buyouts,...

This Article contains chapters 8-9, 11-13, and the Conclusion of a World Bank-sponsored Report, prepared in December 2006, to the Russian Federal Service on the Securities Market. We discuss the liability under company law of directors, senior company officials, and controlling shareholders of...

We revisit debates on the regulation of IPOs by analyzing failure rates of IPOs carried out between 1900 and 1913 on the London and Berlin stock exchanges, two of the leading financial markets during the early 20th century. IPOs were regulated more heavily in Germany than in Britain and, as...

The manner in which hostile takeovers have historically been executed has just begun to receive serious academic attention. Similarly, while the literature on the accuracy and determinants of share prices is voluminous, there has been little systematic historical analysis of when and how modern...

Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to...

In 2008, share prices on U.S. stock markets fell further than they had during any one year since the 1930s. Does this mean corporate governance “failed?” This paperarticle argues generally “no,” based on a study of a sample of companies at “ground zero” of the stock market meltdown,...

In Agatha Christie’s Murder on the Orient Express, Poirot deduced that no single culprit was responsible for a murder on the eponymous train. In this article, which is intended to serve as an aide memoire to assess anticipated reforms, we similarly reason that there is no single suspect...

For diffuse ownership to become the norm in large business enterprises investors need to be sufficiently confident to buy shares. Will investors follow through if serious doubts exist concerning the competence of those managing companies? This paper addresses this question, primarily by...