I study company characteristics that are associated with shareholder value changes in the new legal form: Societas Europaea (SE). In an event study of 47 companies that announce to become SEs I find that companies that change their board structure from two-tier to one tier have 3.7 percentage...

This paper analyses the German corporate law reform's effect on the publicly listed companies' ownership and performance. First, theoretically plausible implications of the most important laws that were issued 1990-2009 are provided, then an empirical analysis using 1997-2008 panel data...

Historically, there were two main fiduciary duties in corporate law, care and loyalty, and only the duty of loyalty was likely to lead to liability. In the 1980s and 1990s, the Delaware Supreme Court breathed life into the duty of care, created a number of intermediate standards of review,...

Research suggests that firms can use either debt or dividends as a commitment device to mitigate the free cash flow problem. We hypothesize that firms which face limitations on debt may use increased dividend payments as a second-best bonding device. Limitations on debt are implicit in state...

Due to globalization and the process of desintermediation, the German capital market is currently undergoing far-reaching, structural changes. Among others, the German legislature passed a number of amendments to the Joint Stock Company Act and the Commercial Code in reaction to deficiencies in...

The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...

This Article describes firms' current choice between the corporate and uncorporate governance forms. This choice depends on firms' demand for flexibility, the effectiveness in particular situations of corporate-type monitoring, and the suitability of uncorporate mechanisms of controlling agency...

Why does Delaware continue to dominate the market for incorporations even though recent research has shown that the quality of Delaware corporate law has declined substantially? We focus on the rational ignorance of lawyers and investors. Using the results of our survey of lawyers involved in...

For many years, jurists have struggled to rationalise the common law rules which describe the circumstances in which it is justifiable to eschew the principle of separate legal personality which posits that a company is distinct from its members and managers. This is not particularly surprising....