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Persistent link: https://www.econbiz.de/10012930453
This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...
Persistent link: https://www.econbiz.de/10011674062
Does the structure of corporate boards affect bondholder agency risk? Using mandatory board reforms, I show that firms that transition to independent boards experience economically significant reductions in payout, financing, and event risk covenants in their bond contracts. This effect is not...
Persistent link: https://www.econbiz.de/10012848340
Agency theory - as applied to debates in corporate governance - rests on a myth of separated ownership and control. The true separation, however, is between ownership and ownership: ownership of shares by shareholders and ownership of assets by the corporation. Shareholders are not principals;...
Persistent link: https://www.econbiz.de/10012852006
In this article, we analyze whether the manipulation of stock options still continues to this day. Our evidence shows that executives continue to employ a variety of manipulative devices to increase their compensation, including backdating, bullet-dodging, and spring- loading. Overall, we find...
Persistent link: https://www.econbiz.de/10012997720
Nobel Laureate in Economics for 2016, Oliver Hart, and economist Luigi Zingales recently published an article justifying companies' pursuit of social objectives at the expense of profits from within the shareholder primacy framework. This Essay highlights an important consequence of this...
Persistent link: https://www.econbiz.de/10012913400
It is well known that recent decades have seen an explosion in levels of senior executive remuneration in public companies, both in absolute terms and in relative terms to ordinary worker pay. However, a conspicuous corresponding trend over recent years has been the development of a range of...
Persistent link: https://www.econbiz.de/10014137948
Many companies continue to go public with takeover defenses even though institutional investors zealously oppose … defenses in public companies. In this Article, I analyze the determinants of takeover defenses at IPO firms using an empirical … explain much of the variation in takeover defenses at IPO firms. Companies advised by law firms with more target-side M …
Persistent link: https://www.econbiz.de/10013082296
Over 20 years, M&A contracts have more than doubled in size – from 35 to 88 single-spaced pages in this paper's font. They have also grown significantly in linguistic complexity – from post-graduate “grade 20” to post-doctoral “grade 30”. A substantial portion (lower bound ~20%) of...
Persistent link: https://www.econbiz.de/10011582006
This paper provides a theoretical model to examine when and how boards of directors can utilize outside experts who provide second opinions to assist them in 1) monitoring managers with career concerns, and 2) approving firm investments. Because an agreeable second opinion serves as a signaling...
Persistent link: https://www.econbiz.de/10014195518