Price is expected cash flows discounted at the risk-free rate and a discount for risk exposure. Price-equivalency does not always imply welfare-equivalency: shareholders are not necessarily indifferent between a price increase of $1 from higher cash flows and the same $1 increase from lower risk...

This paper analyzes the legal rules governing the sale of corporate control in the specific case of going private transactions and examines whether a controlling shareholder must share the premium associated with a sale-of-control. The paper is based on the framework developed in Bebchuk (1994)...

Lithuanian Abstract: Akcininkų sutartis yra viena iš teisinių priemonių, sudaranti galimybę bendrovių dalyviams sureguliuoti tarpusavio civilinius teisinius santykius. Autorius straipsnyje nagrinėja akcininkų sutarties sampratą, jos sudarymo tikslus, sutarties kvalifikuojamuosius...

This Article argues that “noise adopters,” namely firms whose corporate governance is determined by non-substantive factors such as attorneys' boilerplates, network externalities, and mere inertia, provide camouflage to insiders with a strong preference for entrenchment. Normally, a...

The separation of ownership and control has always been central in corporate governance debates. A large body of literature has sought to show that control-enhancing arrangements can deter investors. However, the experience of the last few years has suggested that companies with widely dispersed...

This chapter continues our examination of the corporate law and governance implications of the fundamental shift in ownership structure of U.S. public corporations from the Berle-Means pattern of widely distributed shareholders to one of Agency Capitalism – the reconcentration of ownership in...

The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the Shareholder Value norm, which has guided corporate governance reform for a generation, proves to be a faulty guide for managerial action in systemically...

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...