This paper puts together the pieces of the puzzle of the ongoing regulatory competition debate on corporate law in the US. At early stages of this process Delaware conquered the leader’s place replacing Jersey, and forever locked-in there through peculiar manners. The States take as granted...

In the wake of the economic crisis of 2008/09 the debate about the desirability of control-enhancing mechanisms that deviate from the traditional one-share-one-vote standard has been reinvigorated. This debate can be seen in the discourse of policy makers and academics that advocate the...

This paper provides a theoretical model to examine when and how boards of directors can utilize outside experts who provide second opinions to assist them in 1) monitoring managers with career concerns, and 2) approving firm investments. Because an agreeable second opinion serves as a signaling...

This paper investigates firms’ decisions to resist individualized disclosure of top management compensation packages. We exploit the unique German setting, where recent legislation man-dates individualized disclosure of remuneration for members of the management board of listed corporations,...

This is a Chapter contributing to the Research Handbook on Executive Compensation. In the quest for possible causes of the recent financial crisis, commentators often argue that bank executives had poor incentives. Critics claim, in particular, that executive compensation was not properly...

This article develops an empirical model of firms’ choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a database of firm incorporation...

The statutory penalties for illegal insider trading have become almost as severe as first-degree murder, yet we see insiders make tens of thousands of lucrative transactions every year. Moreover, the increase in penalties over time has done little to slow down insider trading. We argue that the...