In this paper, I tackle the question whether "one share - one vote" should become a European law rule. I examine, first of all the economic theory concerning one share - one vote and its optimality, and the law and economics literature on dual class recapitalizations and other deviations from...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

Acquirers paying with shares exhibit significantly lower announcement returns (Andrade et al. (2001)). Further, cash-rich firms tend to make value-decreasing acquisitions due to possible agency conflicts between managers and owners (Harford (1999)). I investigate the interaction effects of...

Core institutions of UK corporate governance, in particular those relating to takeovers, board structure and directors' duties, are strongly orientated towards a norm of shareholder primacy. Beyond the core, in particular at the intersection of insolvency and employment law, stakeholder...

We construct a dynamic takeover law index using hand-collected data on legal provisions and empirically examine the effect of takeover regulation to protect shareholders on shareholder wealth for bidders and targets in a multi-country setting. We find that a stricter takeover law increases the...

In 1970, France introduced disclosure rules governing public tender offers without changing an existing four-week minimum offer period. We document a substantial increase in total offer premiums thereafter. Post-1970 premiums are also significantly higher in public than in private tender offers...

Takeover defenses have long been a topic of considerable interest to scholars of finance and corporate law. Yet the significant amount of attention that researchers have lavished on the topic have produced surprisingly little scholarly consensus. This chapter considers a number of major topics...

This paper is the first one that uses a panel data of different types of shareholder protection in order to examine (i) the effect of such laws on stock market development and (ii) the convergence of shareholder protection laws through cross-border mergers and acquisitions. We find significant...

This paper sheds light on a structural problem affecting all M&A laws: deals are complex and unique, while the law is general. In particular, target companies have a particular ownership structure that must fit the paradigm contemplated by the law, which in the European Union consists almost...