A liquidity-constrained entrepreneur needs to raise capital to finance a business activity that may cause injuries to third parties -- the tort victims. Taking the level of borrowing as fixed, the entrepreneur finances the activity with senior (secured) debt in order to shield assets from the...

This paper builds on the wide-ranging policy discussion on shareholder activism in Europe. It seeks to define which shareholder actions are useful in reducing managerial agency costs and which could be interpreted as frivolous or abusive. We develop a typology, comprising of a number of Abuse...

The animated discourse on corporate social responsibility towards stakeholders in the last two years, particularly as embodied through the terms ESG, corporate purpose and stakeholderism (which will be used in this article interchangeably) had reached a turning point even before the COVID-19...

Professor John P. Anderson's article, What's the Harm in Issuer-Licensed Insider Trading?, argues that my “Law of Conservation of Securities” has no moral relevance to the question whether to allow such trading.The Law of Conservation of Securities demonstrates that each stock market insider...

One of the core features of modern corporate law is the partitioning of the corporation's assets and the shareholders' (private) assets affirmatively and defensively in the sense that the claims of a corporation's creditors are prior to those of shareholders' personal creditors with respect to...

In a hand-coded sample of M&A contracts from 2007-08, risk allocation provisions exhibit wide variation. Earn-outs are the least common means to allocate risk, indemnities are most common, followed by price adjustment clauses. Techniques for mitigating enforcement costs – escrows, holdbacks,...

Over 20 years, M&A contracts have more than doubled in size – from 35 to 88 single-spaced pages in this paper's font. They have also grown significantly in linguistic complexity – from post-graduate “grade 20” to post-doctoral “grade 30”. A substantial portion (lower bound ~20%) of...

Minority shareholdings have been on the regulatory agenda of competition authorities for some time. Recent empirical studies, however, draw attention to a new, thought provoking theory of harm: common ownership by institutional investors holding small, parallel equity positions in several...

The COVID-19 pandemic represented the emergence of an enormous, systemic, and largely un-anticipated economic risk. It upended entire industries on a global scale, shuttered millions of businesses by government order, and left millions more struggling to adapt to unforeseen and rapidly changing...