The influence of banks and other private lenders pervades public companies. From the first day of a lending arrangement, loan covenants and built-in contingency provisions affect managerial decision making. Conventional corporate governance analysis has been slow to notice or account for this...

The duties owed by independent directors of large corporations to monitor the corporation's affairs have never had more political salience. Given the Enron-era debacles, the recent meltdown in our nation's financial sector, the dependence of workers on equity investments to secure their...

Delaware makes the corporate law governing most large American corporations. Since Washington can take away any, or all, of that lawmaking, a deep conception of American corporate law should show how, when, and where Washington leaves lawmaking authority in state hands, and how it affects what...

Much has been said recently about the risky legal environment in which outside directors of public companies operate, especially in theUSA, but increasingly elsewhere as well. Our research on outside director liability suggests, however, that directors' fears are largely unjustified. We examine...

In cross-border acquisitions, the differences between the bidder and target corporate governance have an important impact on the takeover returns. We measure the difference in the bidder and target corporate governance (in terms of shareholder, minority shareholder, and creditor orientation)...

Hedge funds and other private equity funds are aggressive monitors of corporate America. Their investment strategies are designed to squeeze agency costs and other inefficiencies out of under performing companies. Mutual funds and public pension funds, by contrast, have remained relentlessly...

The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges during the 1996-2005 decade was very...

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...

We find evidence that conflicts of interest arising from Mamp;A relations influence analysts' recommendations, corroborating regulators' and practitioners' suspicions in a setting, i.e. Mamp;A relations, not previously examined in research on analyst conflicts. In addition, the Mamp;A context...

This paper reconsiders the basic allocation of power between boards and shareholders in publicly traded companies with dispersed ownership. U.S. corporate law has long precluded shareholders from initiating any changes in the company's basic governance arrangements. I show, and support with...