It is time for accounting to recognize the existence of stock exchanges and stop treating the equity accounts of public corporations as if they belonged to 15th century private partnerships. When Pacioli's codification of the principles of accounting was published in 1494, stock exchanges did...

We compare the governance of foreign firms to the governance of similar U.S. firms. Using an index of firm governance attributes, we find that, on average, foreign firms have worse governance than matching U.S. firms. Roughly 8% of foreign firms have better governance than comparable U.S. firms....

In the UK Listing Review it is suggested that the London Stock Exchange should allow companies with dual class share (DCS) structures with differentiated voting rights to list on the Premium segment. In this paper, we discuss this proposal. First, we present an overview of the DCS-debate...

Conventional wisdom among corporate law theorists holds that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. This Article challenges that common...

The business corporation is one of the greatest organizational inventions. But it creates risks for both shareholders and third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from experiences in other jurisdictions and adapt their regulatory...

This study examines the association between real earnings management, governance attributes, and IPO failure risk. Using a sample of 4174 IPOs firms that went public over the period of 1998-2011, we find evidence that real earnings management and governance attributes are associated with IPO...

The influence of banks and other private lenders pervades public companies. From the first day of a lending arrangement, loan covenants and built-in contingency provisions affect managerial decision making. Conventional corporate governance analysis has been slow to notice or account for this...

When contemplating Chapter 11, firms often need to seek financing for their continuing operations in bankruptcy. Because such financing would otherwise be hard to find, the Bankruptcy Code authorizes debtors to offer sweeteners to debtor-in-possession (DIP) lenders. These inducements can be...

Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...