This paper, which was prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, examines the origins of the market for corporate control in the United States. The standard historical narrative is that the market for corporate control took on its modern form in...

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...

Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to...

Outside directors constitute a key component of most prescriptions for good governance of public companies. Given that outside directors are important corporate governance players, one is led to wonder what will motivate the individuals serving in this capacity to carry out their...

IIt is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both quot;goodquot; law -- principally corporate and securities law -- and enforcement, yet there has been little empirical analysis of enforcement. We study private...

This is the Russian language version of the Report. The English version is available at lt;a href=quot;http://ssrn.com/abstract=1001990quot;gt;http://ssrn.com/abstract=1001990lt;/agt; This Report was prepared, with support by the World Bank, for the Russian Center for Capital Market Development...

Settlements reached in 2005 in securities litigation involving Enron and WorldCom highlighted the financial risks faced by outside directors of public companies. We argue elsewhere that Enron and WorldCom, as instances where directors made damages payments out of their own pockets, are and...

Berle and Means famously declared in 1932 that a separation of ownership and control was a hallmark of large U.S. corporations and their characterization of matters quickly became received wisdom. A series of recent papers (Hannah, 2007; Santos and Rumble, 2006, Holderness, forthcoming) has called...