In June 2008, a study by Sen confirmed previous findings that 10b5-1 insider stock sale programs (quot;plan salesquot;) are conducted after unusual price run ups, but Sen also found that, in months subsequent to plan sales, stock performance then essentially matched the market. Sen's results on...

The current study briefly considers KLA-Tencor's 2007 $750 million accelerated stock repurchase (ASR). Companies commonly indicate ASRs contractually promise execution of stock buybacks at a discount to market. To the contrary, analysis of a small sample of 2006-2007 ASRs finds:1) Inferior...

The Financial Accounting Standards Board (FASB) has long recognized shortcomings in fundamental accounting principles that are exacerbated by the proliferation of increasingly complex financial instruments. The FASB has been engaged since 1986 in a project to align financial reporting with...

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...

The regulation of hostile takeovers constitutes an interesting corporate governance microcosm. It is an area where clear contrasts in approach, regarding the balance of power between shareholders and the board of directors, are evident across different jurisdictions. Takeovers also reflect 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...

This article explores the rising tension between shareholder and director power in the common law world. First the article analyzes key arguments in the shareholder empowerment debate, and current US reform proposals to grant shareholders stronger rights, from a comparative corporate law...

This Article provides a detailed case study, from a corporate governance perspective, of the 2004 decision of News Corp to migrate from Australia, where it had been incorporated for decades, and to reincorporate in Delaware. As the Article shows, News Corp.'s move to the United States was both...

Dual-class stock enables a company's controller to retain voting control of a corporation while holding a disproportionately lower level of the corporation's cash-flow rights. Dual-class stock has led a tortured life in the US. Between institutional investor derision and the exclusion or...