Executive compensation has undergone a radical shift in the United States over the last two decades, from a cash-based system to a stock-based system. This shift, which was intended to improve firm performance, is often said to have two major shortcomings: it drives managers to engage in...

Combating managerial opportunism is a difficult task. Managers do not tend to sit idle when facing a regulatory attempt to restrict their activities. They often seek ways to circumvent the regulation or new, alternative avenues for enriching themselves. This Article uncovers one recent and...

The financial crisis that began in the United States in 2007 and spread into a deep worldwide recession focused attention on agency costs in leveraged firms. Particular attention was given to the incentives of shareholders in such firms to overinvest (known as the "risk-shifting" problem) or...

This Article shows that in cases where shareholders subject to partial takeover bids lack information about the tendering decisions of their peers, such shareholders might accept detrimental tender offers. This outcome could be improved by way of a slight change in the rules of the game. We...

This paper develops a new understanding of equity-based compensation schemes, such as employee stock option plans. Current literature views such schemes as a measure aimed at motivating the recipient employees to work harder for the firm. Under such a view, this remuneration method either...

This Article concentrates on the tendency of the corporate structure to preserve the status quo. This phenomenon is most severe when the status quo is pro-managerial. The increasing gravity of institutional shareholders, vis-a-vis managements' central role in the corporate charter amendment...

For decades, corporate law played a pivotal role in regulating corporations across the United States. Consequently, Delaware, the leading state of incorporation, and its courts came to occupy a central and influential position in corporate law and governance. This, however, is no longer the...