Clawbacks are contractual provisions in executive compensation contracts that allow for an ex post recoupment of variable pay if certain triggering conditions are met. As a result of regulatory responses to financial crises and corporate scandals as well as of growing shareholder pressure to...

CalFed Bancorp is one of 126 Samp;Ls suing the U.S. government for breach of contract related to supervisory goodwill, a form of goodwill created by the acquisition of insolvent thrifts during the early 1980s. Before a determination of damages in its lawsuit, CalFed announced and issued a...

This paper seeks to explain the widespread use of independent directors in the governance of VC-backed firms, and in particular their use as quot;tie-breakersquot; on the boards of these firms. Allocating a tie-breaking vote to an unbiased quot;arbiterquot; commits the entrepreneur and VCs to...

This paper examines legal rules covering protection of corporate shareholders and creditors, the origin of these rules, and the quality of their enforcement in 49 countries. The results show that common-law countries generally have the strongest, and French-civil-law countries the weakest, legal...

The German Bundesgerichtshof (Federal Court of Justice) has recently passed a judgement in which it held board members of a company liable for oral information given to investors during a quot;road showquot;. After the company had decided on an increase in its capital, the members of its...

We analyse 161 Italian IPOs on the Italian Stock Exchange in the period 1999-2007, focusing on the empirical praxis of share allocations by underwriters. In Italy, one offering (the public one) is reserved for retail investors and is conducted according to Italian regulation, while the second...

We analyse 161 Italian IPOs on the Italian Stock Exchange in the period 1999-2007, focusing on the empirical praxis of share allocations by underwriters. In Italy, one offering (the public one) is reserved for retail investors and is conducted according to Italian regulation, while the second...

Activist hedge funds have transformed how bondholders respond to violations of their contractual rights. Insurance companies and mutual funds, the traditional investors in bonds, often slept on their rights and turned active only little and late. Hedge funds, by contrast, seek out opportunities...

Contingent future payments have gained a solid reputation as fundamental ingredients of business acquisition transactions. Earn-outs specifically are a species of contingent future payments that have proved helpful in a plethora of recent merger deals. An earn-out is payment for performance...

This Article argues that the emergence of algorithmic trading raises a new challenge for the law and policy of insider trading. It shows that securities markets comprise a cohort of algorithmic “structural insiders” that – by virtue of speed and physical proximity to exchanges –...