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...

The typical British publicly traded company has widely dispersed share ownership and is run by professionally trained managers who collectively own an insufficiently large percentage of shares to dictate the outcome when shareholders vote. This separation of ownership and control has not only...

Although corporate pyramids are currently commonplace world-wide and although there have been "noteworthy pyramiders" in American business history, this controversial form of corporate organization is now a rarity in the United States. The conventional wisdom is that corporate pyramids...

An important tenet of a burgeoning 'law and finance' literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and...

In the UK, in contrast to most other countries, a hallmark of corporate governance is a separation of ownership and control. There is evidence suggesting that this pattern may have been the norm in Britain as far back as the late nineteenth century. This paper investigates the extent to which...

Company Law: Theory, Structure and Operation is the first United Kingdom law text to use economic theory to provide insights into corporate law, an approach widely adopted in the United States. In this book, Brian Cheffins discusses the inner workings of companies, examines the impact of the...

A great merger wave occurring in the United States between 1897 and 1903 was the single most important event in a process that yielded the pattern of managerial control and dispersed share ownership which currently distinguishes America's corporate economy from arrangements in most other...

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...

In the United States, the remuneration packages of top executives are characterised by a strong emphasis on pay-for-performance and by a highly lucrative "upside". There is much discussion of the possibility that executive pay practices will globalise in accordance with this pattern. This paper...