At first glance, corporate waste makes no sense. The very definition of waste — a transaction so one-sided that no reasonable business person would enter into it, an act equivalent to gift or “spoliation” — suggests that it would never occur, for what corporation would ever enter into a...

This article investigates the development of accountability and fiduciary loyalty as an institutional response to information asymmetries in agency relations, especially in firm-like settings. Lord Eldon articulated the crucial role of information asymmetries in opportunistic behaviour in early...

Since the emergence of the virtual currency Bitcoin in 2009, a new, Internet-based way of recording entitlements and enforcing rights has increasingly captured the interest of businesses and governments. The technology is commonly called ‘blockchain' and is often associated with a closely...

This chapter contrasts the ‘contractual' and the ‘corporate' models of takeover or tender offer regulation. Under the former, the aim of the regulation is to preserve the takeover transaction as a straightforward contract between acquirer and target shareholders. Under the latter, whilst...

During the past century, three decision-making systems have arisen to accomplish a bankruptcy restructuring—judicial administration, a deal among the firm's dominant players, and a sale of the firm's operations in their entirety. Each is embedded in the Bankruptcy Code today, with all having...

Questions have been raised regarding the role of low-tax offshore jurisdictions in the global financial crisis, based largely on evidence that many problematic asset-backed securities were issued from or listed in the Cayman Islands, Jersey, Ireland, and other ‘offshore' sites. However, there...

Corporate law scholars have taken investors' rational apathy for granted for many years, considering it a necessary evil once ownership is no longer closely held. But how significant is retail investors' apathy and what is its impact? This Article is the first to provide comprehensive data on...

Minority shareholders tend not to participate in the decision-making process of public companies with a controlling shareholder, and their voice is rarely heard. Even when they disagree with how the company is being managed, they prefer to express this dissatisfaction by selling their shares...

This online appendix provides additional results as described in our paper "Staggered Boards and Long-Term Value, Revisited", available at 'http://ssrn.com/abstract=2364165' http://ssrn.com/abstract=2364165