This paper develops a model of the competition among states in providing corporate law rules. The analysis provides a full characterization of the equilibrium in this market. Competition among states is shown to produce optimal rules with respect to issues that do not have a substantial effect...

An emerging consensus in certain legal, business, and scholarly communities maintains that corporate managers are pressured unduly into chasing short-term gains at the expense of superior long-term prospects. The forces inducing managerial myopia are easy to spot, typically embodied by activist...

We examine the role of outside directors' interlocks, in restoring directors' indemnification protection in response to the Delaware case Schoon v. Troy Corp. The case, which permitted a board to alter indemnification and advancement of expenses arrangements for a former director retroactively,...

This paper studies the effects of firms' decision to cross-list on the frequency of controlling block sales by their domestic peers. Our results show that the announcement of cross-listing is associated with a positive and significant change in the frequency of sales among firms that choose not...