This Article examines private-equity firms as an example of “uncorporate” structures in the governance of large firms. Other examples include master limited partnerships, real estate investment trusts, hedge funds, and venture capital funds. These firms can be seen as an alternative to the...

We exploit an influential 1991 Delaware court ruling to examine simultaneously two types of conservatism that play important roles in resolving creditor-owner agency conflicts: contracting conservatism and reporting conservatism. The ruling expanded managerial fiduciary duties in favor of...

We demonstrate variation in the extent to which firms benefit from their affiliation with Chilean business groups in the 1988-1996 period. The net benefits of unrelated diversification are positive if group diversification exceeds a threshold level, though this threshold increases with time. We...

Over the years since airline deregulation five of the remaining U.S. legacy carriers lost money on mergers that cost them a total of $29.6 billion. The combined market cap of these carriers at the end of 2007 was $15.5 billion. In other words, their return on merger investments was -48%. Why?...

The Hollywood quot;studio systemquot; - with production, distribution, and exhibition vertically integrated - flourished from the late teens until 1948, when the U.S. Supreme Court issued its famous Paramount decision. The Paramount consent decrees required the divestiture of affiliated theater...

Equity-based compensation, while inducing greater managerial effort, also provides incentives for managers to fraudulently inflate a firm's stock price. This paper examines the owners' optimal contract in the face of these conflicting incentives when it is sometimes possible for the manager to...

The credit channel of monetary transmission suggests that monetary tightening results in a contraction of the supply of credit to firms who borrow via financial intermediaries. However, according to Meltzer (1960), the existence of an inter-firm credit flow appears to favour those firms most...

This paper examines the pyramidal organizational structure of newly listed local-government-controlled firms in China. These controlling owners are constrained by the Chinese laws prohibiting free transfer of state ownership. Pyramiding allows them to credibly decentralize decision rights to...

This paper presents a theory of corporate finance from the perspective of bondholders. Towards this end an equilibrium model of a debt and equity financed firm is developed that motivates the need for an upfront bond contract that solves an agency problem between bondholders and stockholders....

According to Williamson (1975), a divisionalized and fully decentralized structure, the so called M-form, is the optimal structure via which firms that pursue diversification gain economic benefits from internalizing transactions. However, empirical evidence shows that a centralized,...