The financial crisis introduced a new phrase into the banking industry's lexicon - "too big to fail." "Too big to fail" describes financial institutions so important to the financial markets that their collapse or bankruptcy would disrupt the capital markets in such catastrophic ways that it...

Art. 8 (1) of the Shareholders' Rights Directive requires the member states of the European Union to “permit companies to offer to their shareholders any form of participation in the general meeting by electronic means”. This requirement was transposed into German law by the Act Implementing...

This paper examines changes in corporate behavior around the 2003 modification to SEC Rule 10b-18, which mandates enhanced disclosure of repurchase transactions. Firms announce significantly fewer and slightly smaller open market repurchase plans in the enhanced disclosure environment. However,...

​This paper examines the governance role of banks in replacement of underperforming CEOs in firms listed on Chinese stock exchanges. Under most circumstances, the findings suggest that the presence of outstanding loans does not increase the probability that a poorly performing CEO will be...

Whereas the agency theory predicts that dual-class shares decrease firm performance, the stewardship theory predicts that dual-class shares increase firm performance. The cumulative findings on the performance consequences of dual-class shares have been weak and/or inconclusive. Because...

Title II of Dodd-Frank empowers the Treasury to appoint a receiver to a state-chartered non-bank financial company — a power traditionally vested in the judiciary — with little or no judicial involvement. This Article argues that granting such power to the Treasury violates Article III of...

Several commentators have argued that financial “reform” legislation enacted after a market crash is invariably flawed, results in “quack corporate governance” and “bubble laws,” and should be discouraged. This criticism has been specifically directed at both the Sarbanes-Oxley Act...

“Comparative law and finance” quantifies differences in the laws governing the business enterprise in various countries. The resulting data can be used to test which legal institutions (if any) matter for financial development. Until recently only cross-sectional data were available. We...

In 2008, share prices on U.S. stock markets fell further than they had during any one year since the 1930s. Does this mean corporate governance “failed”? This paper argues “no”, based on a study of a sample of companies at “ground zero” of the stock market meltdown, namely the 37...

This Article advances an executive compensation reform proposal that is specifically addressed to firms receiving government financial assistance and thought to pose a systemic risk, although we think that all firms should consider its adoption. Executive compensation reform should lead to...