This paper focuses on the widely held views that: (a) antitakeover provisions (ATPs) increase agency costs, thereby reducing firm value; and (b) firms going public minimize agency costs, thereby maximizing firm value. We show that these views cannot comfortably co-exist: ATPs are common in a...

This paper evaluates the fidelity of corporate law and governance scholarship to institutional facts. It evaluates the legal literature's “contractarian” theory of corporate governance in light of the past three decades of empirical work, and concludes that the facts do not support the...

This Article analyzes how the accumulation of liquidation rights over multiple rounds of investment in a start-up can result in an aggregate contractual arrangement among the company's investors and its management team that is suboptimal. Liquidation rights determine the allocation of the...

This article focuses on the widely held views that antitakeover charter and bylaw provisions (ATPs) increase agency costs, thereby reducing firm value, but that firms going public minimize agency costs, thereby maximizing firm value. We show that these views cannot comfortably coexist: ATPs are...

For well over a decade, institutional shareholders have fought proxy battles with corporate management over matters of corporate governance. They have opposed takeover defenses and advocated such structures as independent boards and board committees, confidential voting, and the separation of...

Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to...

Outside directors constitute a key component of most prescriptions for good governance of public companies. Given that outside directors are important corporate governance players, one is led to wonder what will motivate the individuals serving in this capacity to carry out their...

Outside directors constitute a key component of most prescriptions for good governance of public companies. Given that outside directors are important corporate governance players, one is led to wonder what will motivate the individuals serving in this capacity to carry out their...