This paper examines insider trading in light of the recent Supreme Court case of United States v. O'Hagan. The authors conclude that the Supreme Court left many questions unanswered and even raised some new questions. Unless Congress defines insider trading and clarifies what constitutes illegal...

Understanding the role of culture in corporate governance has become a subject of growing importance. Today, no institutional analysis of corporate governance systems would be complete without considering the cultural environment in which such systems are embedded. This paper provides an...

Turkish Abstract: Bu çalışma tebliğinde yönetim biliminin ve finans kuramlarının yol göstericiliği altında Türkiye'de anonim şirketlerde icra ve kontrol işlevlerinin örtüşmesine yol açan yapılanmaların yasalar, mevzuat ve genel kabul görmüş yönetişim ilkeleri açısından...

The conventional wisdom in corporate law posits that private ordering has an important virtue: it allows firms to efficiently tailor governance terms to their particular needs. This virtue is routinely advanced to justify the largely “enabling” structure of U.S. corporate law, and to oppose...

The Jumpstart Our Business Startups Act (JOBS Act), signed into law by President Obama on April 5, 2012, after passage by Congress with bipartisan support, was ostensibly designed to promote job creation by eliminating perceived securities regulatory impediments to capital formation by small...

Delaware and Washington interact in making corporate law. In prior work I showed how Delaware corporate law can be, and often is, confined by federal action. Sometimes Washington acts and preempts the field, constitutionally or functionally. Sometimes Delaware tilts toward or follows Washington...

Delaware makes the corporate law governing most large American corporations. Since Washington can take away any, or all, of that lawmaking, a deep conception of American corporate law should show how, when, and where Washington leaves lawmaking authority in state hands, and how it affects what...