Leniency programs have shown to be an important tool to fight cartels. By reducing fees or guaranteeing imunity against criminal prosecution, leniency programs provide incentives to cartelized firms to reveal the cartel activities. We reveal the recent literature on leniency programs as well as...

This paper uses a quasi-experimental framework provided by recent changes in Russian corporate law to study the effect of investor protection on the value of shares. The legal change analyzed involves the empowerment of preferred (non-voting) shareholders to veto unfavorable changes in their...

Stock market development has been an important part of financial liberalisation in the less developed countries (LDCs). In the pro-liberalisation circle, stock market is assigned to play an important role in the capitalist development of the LDCs. This is also true for the liberalisation regime...

The U.S. system of security law was designed more than 70 years ago to regain investors’ trust after a major financial crisis. Today we face a similar problem. But while in the 1930s the prevailing perception was that investors had been defrauded by offerings of dubious quality securities, in...

We analyze corporate fraud in a model in which managers have superior information but are biased against liquidation, because of their private benefits from empire building. This may induce them to misreport information and even bribe auditors when liquidation would be value-increasing. To curb...

Public corporations live in a dynamic and ever-changing business environment. This Paper examines how courts and legislators should choose default arrangements in the corporate area to address new circumstances. We show that the interests of the shareholders of existing companies would not be...

La possibilite d'introduire dans les statuts d'une societe une clause de variabilite du capital resulte d'une loi ancienne du 24 juillet 1867. Pendant des decennies, cette possibilite a ete peu utilisee, au point que les societes a capital variable (en dehors du cas particulier des SICAV et des...

Traditional American corporation statutes state that the business and affairs of the corporation shall be managed by a board of directors who act as fiduciaries of the corporation. The purpose of this paper is to explain the economic logic underlying the regulation of corporate directors'...

In a recent article, we have put forward a new approach to takeover law and regulatory competition. We proposed a ‘choice-enhancing’ federal intervention that would provide: (i) an optional body of substantive federal takeover law which shareholders would be able to opt into (or out of) and...