This paper analyzes the process of private negotiations between financial institutions and the companies they attempt to influence. It relies on a private database consisting of the correspondence between TIAA-CREF and 45 firms it contacted about governance issues between 1992 and 1996. This...

I analyze 181 equity carve-outs to determine whether the transactions are motivated by potential efficiency improvements or by an opportunity to sell overvalued equity. Carve-out operating performance peaks at issue, declining significantly thereafter. Parents sell a greater percentage of shares...

We examine the extent to which announcements of open market share repurchase programs affect the valuation of competing firms in the same industry. On average, although firms announcing open market share repurchase programs experience a significantly positive stock price reaction at...

In 1986 Pacific Lumber (PL). the largest private owner of old-growth redwood trees, was acquired in a highly leveraged hostile takeover by MAXXAM Group. MAXXAM subsequently doubled the rate at which PL harvested its ancient redwoods, precipitating 10 years of environmental protests and intensive...

Posttakeover moral hazard by the acquirer and free-riding by the target shareholders lead the former to acquire as few shares as necessary to gain control. As moral hazard is most severe under such low ownership concentration, inefficiencies arise in successful takeovers. Moreover, share supply...

Prior studies have characterized Verrecchias (1983) discretionary disclosure costs mainly in terms of competitive concerns. This study shows that separating the managers and the shareholders into two separate, self-interested beings also leads to disclosure costs, precluding discretionary...

I was motivated to address this subject by the rich irony of last year's Nobel Prize in Economics. The end of the LBO era was crowned by the recognition of work which purported to demonstrate that the value of an enterprise is independent of the volume of its debt. In response, this paper is an...

This note explains the historical reasons for the minimalist development of a legal structure for enterprise governance in the United Kingdom in which representatives of employees were significantly involved. It analyses the strains which have been placed on this traditional structure of...

The article examines a new corporate law remedy: the ability of courts to remove directors of business corporations for misconduct. In recent years, a majority of the states has followed the Model Business Corporations Act in adopting the judicial removal remedy. The disparity in approach of...