Our findings have implications for the long-standing debate on staggered boards. The findings are consistent with the market's viewing staggered boards as bringing about a reduction in firm value. Our findings are thus consistent with leading institutional investors' policies in favor of board...

In an earlier work, we analyzed how the legal rules governing contractual liability affect the transfer of information between the parties to the contract. In particular, we showed how limitations on contractual liability might lead high valuation buyers to reveal their valuation of performance,...

We review the literature on negative-expected-value suits (NEV suits) – suits in which the plaintiff would obtain a negative expected return from pursuing the suit all the way to judgment. We discuss alternative theories as to why, and when, plaintiffs with NEV suits can extract a positive...

This document is an appendix to our article, Stakeholder Capitalism in the Time of COVID, 40 YALE J. REG. (forthcoming, 2022). Although the article reports our overall findings with respect to the full sample of 112 acquisitions, the article provides full details of our analysis of particular...

This Article focuses on the power and corporate governance significance of the three largest index fund managers commonly referred to collectively as the “Big Three.” We present current evidence on the substantial voting power of the Big Three and explain why it is likely to persist and,...

During contractual negotiation, parties often make (reliance) expenditures that would increase the surplus should a contract be made. This paper analyzes decisions to invest in pre-contractual reliance under alternative legal regimes. Investments in reliance will be socially suboptimal in the...

Whenever the use of an asset by one party imposes an externality on another party's use of an asset, entitlements must be allocated. Does an upstream firm have a right to use a river's water or does a downstream firm have a right not to have the water used? And if the downstream firm is to be...

This note offers an initial response to a study released earlier this month by Martijn Cremers and Simone Sepe, “Board Declassification Activism: The Financial Value of the Shareholder Rights Project.” Putting aside methodological questions about their analysis and accepting their results...

In some cases, the law permits a party that unilaterally provides a benefit to another party to recover the estimated value of this benefit. Despite calls for expanding the set of cases to which such a restitution rule applies, the law commonly applies a mutual consent rule under which a party...

This paper shows that "one-sided" terms in standard contracts, which deny consumers a contractual benefit that seems efficient on average, may arise in competitive markets without informational problems (other than those of courts). A one-sided term might be an efficient response to situations...