Delaware makes the corporate law governing most large American corporations. Since Washington can take away any, or all, of that lawmaking, a deep conception of American corporate law should show how, when, and where Washington leaves lawmaking authority in state hands, and how it affects what...

Companies have the choice to deviate from their national corporate governance standards by opting into another system. They can do so via contractual devices - such as cross-border mergers and acquisitions, (re)incorporations, and cross-listings - which enable firms to choose their preferred...

During recent years, one controversy related to CEO compensation has been a simultaneous increase in the popularity of the option grants and the dramatic increase in the total size of the CEO compensation packages. According to the current accounting standards, option grants are the only form of...

In this paper, I explore the information content of dividends by looking at dividend initiation announcements. While earlier literature has used analyst forecasts to explore the information content of dividends, they have all focused on dividend changes. I show that analysts revise their...

We present a new measure of legal protection of minority shareholders against expropriation by corporate insiders: the anti-self-dealing index. Assembled with the help of Lex Mundi law firms, the index is calculated for 72 countries based on legal rules prevailing in 2003, and focuses on private...

Although similarities between the British and American systems of financial regulation are often remarked upon in academic commentary, the organizational structure of financial supervision in the two countries has diverged substantially in the past decade, as the United Kingdom has now largely...

This paper investigates whether voting coalitions are formed by shareholders in order to discipline incumbent management. Shapley values capturing the relative power of shareholder coalitions by category of owner, outperform models with percentage ownership stakes and models measuring the...

Enron plummeted from the 7th largest US firm and six-time winner of Fortune's most innovative firm award to bankruptcy in less than one year. However, management used financial engineering and related-party transactions to disguise Enron's financial condition for over three years. These...

This Article identifies a new type of dynamics affecting today's international securities markets, which it dubs quot;stock exchange mobilityquot;. Competition in these markets has now reached such levels that even the largest stock exchanges in the world are exposed to threats on their very...

Tunnelling is defined as the transfer of assets and profits out of firms for the benefit of their controlling shareholders. We describe the various forms that tunnelling can take, and examine under what circumstances it is legal. We discuss two important legal principles - the duty of care and...