Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line - using incentives...

Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line - using incentives...

Prior theories of convertible debt have showed that this instrument can mitigate the risk-shifting problem arising when managers substitute risky projects for safer ones, since the attribution to debt investors of a contingent equity claim can deconvexify the shape of levered equity. However,...

Under current fiduciary rules, directors who fail to maintain an undivided loyalty to common shareholders are essentially “intruders,” exposed to shareholder retribution and liability for breach of fiduciary duty. This Article argues that the increasing appointment of “constituency...