The recent wave of revelations involving corporate governance problems has created significant interest in the relationships between chief executive officers (CEOs) and their boards of directors. In this paper we focus on one important but previously uninvestigated characteristic of boards: the...

In this paper we argue that information asymmetry between firm insiders and outside equity investors generates conservatism in financial statements. Conservatism reduces the manager's incentives and ability to manipulate accounting numbers and so reduces information asymmetry and the deadweight...

Conflicts of interests are at the heart of numerous problems in business and finance. The law has not ignored them. The obligation to avoid or manage them finds its roots in the duty of loyalty. This duty is common to both the Anglo-American and Continental European legal traditions. Although...

Originally published in The Tax Lawyer, this article provides a comprehensive review of existing corporate tax integration literature (e.g. economic journals, NBER working papers, Treasury and ALI Reports, law reviews, and other academic literature). It also explores partial integration under...

We examine whether state laws impact the use of debt covenants using a sample of U.S. public bond issues from 1987 to 2004. We consider variation in state laws with respect to the minimum asset/debt ratio necessary for a payout and with respect to antitakeover statutes. We find that firms...

The purpose of this Article is to provide the reader with a detailed analysis of the existing regulations on shareholders' rights, recently updated by the Shareholders' Rights Directive II, as well as in light of the U.S. regulation on the topic. The paper aims to adequately address and explore...

Most investor coordination remains undisclosed. I provide empirical evidence on the extent and consequences of investor coordination in the context of hedge fund activism, in which potential benefits and costs from coordination are especially pronounced. In particular, I examine whether hedge...

According to an influential view in corporate law writings and debates, pressure from shareholders leads companies to take myopic actions that are costly in the long term, and insulating boards from such pressure serves the long-term interests of companies as well as their shareholders. This...

When shareholders of a target firm expect a value improving takeover to be successful, they are individually better off not tendering their shares to the buyer and the takeover potentially fails. Squeeze-out procedures can overcome this free-riding dilemma by allowing a buyer to enforce a payout...

This chapter analyzes the economic consequences of external and internal asset partitioning, and it considers implications of the analysis for creditor remedies. External partitioning refers to the legal boundaries between business firms and their equity investors, while internal partitioning...