An important component of corporate governance is the regulation of significant transactions – mergers, acquisitions, and restructuring. This paper (a chapter in Oxford Handbook on Corporate Law and Governance, forthcoming) reviews how M&A and restructuring are regulated by corporate and...

The business corporation is one of the greatest organizational inventions. But it creates risks for both shareholders and third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from experiences in other jurisdictions and adapt their regulatory...

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...

Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...

After the financial crisis, there has been considerable debate about the role of corporations in society. It has become broadly accepted that corporations - particularly the world's largest publicly traded corporations – need to be governed with respect for the society and the environment....

The governance of infrastructure institutions in the financial markets – namely exchanges, central counter-parties (CCPs), and central securities depositories (CSDs) – has become a matter of significant commercial, regulatory, legislative, and even political concern. Such institutions play a...

This paper discusses why a “corporate governance movement” that commenced in the United States in the 1970s became an entrenched feature of American capitalism and describes how the chronology differed in a potentially crucial way for banks. The paper explains corporate governance's...

Corruption has been identified as a significant issue in telecommunications, seen in bribery and nepotism over many years, raising questions as to whether there are comparable problems with the Internet. Complex systems of Internet governance have excluded the issue, failing to put in place any...

This paper critically examines the conventional view that the lack of fiduciary duty protections for corporate shareholders in civil law systems explains crucial differences in corporate structure and finance. It questions the thesis that the structure of civil law systems militates against the...

Legal scholars have long discussed the gap, or “acoustic separation”, between stringent standards of conduct (“conduct rules”) and more lenient standards of review (“decision rules”) in legal regulation. This gap has been particularly stark in the United States in relation to...