The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

The paper discusses the economic impact of legal, corporate governance, tax, disclosure, and incentive issues arising from revelation of dating games with regard to executive option grant dates. It provides an estimate of the value loss incurred by shareholders of firms implicated in backdating...

Recently, the Trust Indenture Act of 1939 has reappeared in out-of-court restructuring litigation. This piece of New Deal legislation was intended to prevent coercive restructurings whereby savvy institutional players took advantage of unknowledgeable or unengaged noteholders. Until recently,...

Since the 2008 financial crisis, executive compensation has been the subject of increased regulation, including the mandatory adoption of compensation clawback policies by the Dodd Frank Act. By allowing firms to recoup compensation from managers who breach their fiduciary duty, clawbacks...

The paper was written as part of the preliminary research for the Human Centred Business Model Project, a project developed within the Global Forum on Law, Justice and Development and now supported by the OECD Development Centre. In a preliminary fashion, the paper skims the surface of...

The long-standing debate over the market for corporate law has been premised on the assumption that to maximize its revenues, the dominant state, Delaware, seeks to maximize the number of domestic incorporations. This article questions the common assumption that increasing the number of...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

Business history and theory reflect a tension between public and private conceptions of the corporation. This tension and conceptual ambiguity lay close to the surface of The Modern Corporation and Private Property, in which Berle and Means portrayed the modern public corporation as straddling...

The Trust Indenture Act prohibits a binding vote of bondholders to change any core term-principal amount, interest rate, or maturity date-of a bond issue. In this Article, I show how the prohibition on a collective action clause inhibits a troubled company's ability to reorganize outside of...

I exploit the passage of the U.K. Bribery Act 2010 as a shock to U.K. firms' cost of doing business. Around the Act's passage, U.K. firms operating in high-corruption countries experience a drop in firm value, while their non-U.K. competitors in these countries encounter an increase. U.K. firms...