The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...

This paper examines the impact of law firm expertise on bidder and target shareholder wealth gains during mergers and acquisitions. After controlling for endogeneity in the matching between the mandating firm (bidder or target firm) and the law firm, we find that top-tier law firms increase the...

This article deals with the latest developments in the regulation of cross-border tender offers in the U.S., in Germany, and in the European Union. In the U.S. the SEC issued a new release concerning Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings. The new...

Due to judicial decisions the stock market prices are deemed to be the lower value limit in determining the compensations within structural measures according to German stock corporation law (e.g. squeeze-out of minority stockholders). By applying other valuation methods, in particular the...

Shareholder voting on corporate acquisitions is controversial. In most countries acquisition decisions are delegated to boards and shareholder approval is discretionary, which makes existing empirical studies inconclusive. We study the U.K. setting where shareholder approval is imposed...

During the recent financial crisis, there was a dramatic spike, across all industries, in the volatility of individual firm share prices after adjustment for movements in the market as a whole. In this Article, we demonstrate that a similar spike has occurred with each major downturn in the...

We examine insider trading in about 3,700 targets of takeovers announced during 1988-2006 and in a control sample of non-targets, both during an ‘informed' and a control period. Using difference-in-differences regressions of several insider trading measures, we find no evidence that insiders...

Acquisition announcements generate predictable movements in the price of the acquirer's stock. For example, post-announcement returns are typically negative for high Tobin's q acquirers, stock transactions, and foreign targets, but positive for private equity-backed private targets....

Does managerial entrenchment create or destroy shareholder value? This Article presents both theory and evidence that the answer to this question is not monolithic, but rather depends on factors that vary greatly with the macroeconomic climate, such as firm profitability, takeover frequency, and...