There is much we do not understand about the “location” of innovation: the confluence, for a particular innovation, of the technology associated with the innovation, the innovating firm's size and organizational structure, and the financial contracting that supports the innovation. This...

In a typical "phoenix syndrome" scenario, a small business entrepreneur who controls the financially distressed Company A registers Company B, to which the assets of Company A are transferred in what appears to be fraudulent conveyance. Company B serves as a vehicle through which the business is...

This chapter, written for a Research Handbook on Mergers and Acquisitions (Davidoff-Solomon & Hill, eds.), investigates the widespread claim that the billion dollar valuations of “unicorn” start-ups are unreliable because of the manner in which founders bargain for these valuations with...

Lines in the broader short versus long-term battle have been drawn between various camps: those favoring corporate management versus those favoring shareholder activists; those believing that corporations are best run for the exclusive benefit of shareholders versus those believing that other...

This paper contrasts UK and US governance of M&A break fees to see what the contrast can teach us about trade-offs between litigation and regulation as modes of governance, including how laws change under each regime over time. Data on 1,136 bids in 1989-2008 and 61 fee disputes show: (1) the UK...

Abstract: The key issue concerning shareholder transparency rules, and the related rules on acting in concert (Europe), or the voting group concept (U.S.) is enforcement. Rather than thinking about appropriate enforcement measures, jurisdictions such as the UK and Switzerland decided in favor of...

The standard approach to the legal foundations of corporate governance is that corporate law promotes separation of ownership and control by protecting minority shareholders from expropriation. This paper takes a broader perspective on the economic and legal determinants of corporate governance....

Clawbacks are contractual provisions in executive compensation contracts that allow for an ex post recoupment of variable pay if certain triggering conditions are met. As a result of regulatory responses to financial crises and corporate scandals as well as of growing shareholder pressure to...

The “no-action” clause, which provides that bondholders may not proceed against an issuer unless certain conditions are met, is included in almost all bond trust instruments. This article compares two approaches in interpreting this clause, the expansive approach and the restrictive...

This paper examines the liquidity, Tobin's Q, and cost of equity effects from voluntary and mandatory IFRS adoption. In contrast to prior work, we focus on the firm level heterogeneity in the economic consequences, recognising that the level of uncertainty avoidance (UAI) in a country will...