This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

Legal scholars have long discussed the gap, or “acoustic separation”, between stringent standards of conduct (“conduct rules”) and more lenient standards of review (“decision rules”) in legal regulation. This gap has been particularly stark in the United States in relation to...

Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...

The paper was prepared as the Australian National Report on Corporate Governance for the International Academy of Comparative Law, 18th International Congress of Comparative Law, which was held in Washington from July 25 - August 1, 2010. The paper provides an overview of the structure of...

This article is published in a special symposium edition on the work of Adolf Berle, which includes papers from a conference, In Berle's Footsteps, held in November 2009 to celebrate the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society.Shareholders, and the relationship...

In the wake of the global financial crisis, the need for systemic risk mitigation in the shadow banking system is resoundingly evident. The task at hand is incomplete, leaving grey areas such as hedge funds obfuscated. I contend it is both timely and relevant to revisit hedge fund regulatory...

Conceptions of publicness and privateness have been central to U.S. federal securities regulation since its inception. The regulatory boundary between public offerings and private placement transactions is a basic building block among the varied legal aspects of corporate finance. Along the same...

It was once conventional wisdom that lenders routinely influenced corporate managers’ decision making. Covenants constrained borrower risk taking and compelled specific affirmative obligations to protect lenders. Recent policy discussion, however, laments loan markets’ turn to various forms...

This paper presents a proposal for improving corporate governance. It is designed to increase incentives for corporations and their leaders to adhere to the constraint that Milton Friedman laid out in his 1970 New York Times article, “The Social Responsibility of Business Is to Increase Its...

English Abstract: The third edition of this Report analyses the implementation of the Directive 2014/95/UE, transposed in Italy by the Legislative Decree no. 254/2016 (the Decree), in Italian listed companies. The Report highlights those behaviours of companies and boards, which show a cultural...