I show that private equity transactions (i) illustrate market-driven reactions to inefficient equity markets that result from the diffusion of equity ownership in the public firm and (ii) form part of a larger market trend to-wards the market oriented blockholder model – a hybrid ownership...

An important set of contract terms manages potential disputes. In a detailed, hand-coded sample of mergers and acquisition (M&A) contracts from 2007 and 2008, dispute management provisions in correlate strongly with target ownership, state of incorporation, and industry, and with the experience...

This paper explores corporate politics, governance and value in the S&P 500 before and after Citizens United. In regulated and government-dependent industries (e.g., banking, telecommunications), political activity is nearly universal, and uncorrelated with measures of shareholder power,...

This paper explores corporate politics, governance and value in the S&P 500 before and after Citizens United. In regulated and government-dependent industries (e.g., banking, telecommunications), political activity is nearly universal, and uncorrelated with measures of shareholder power,...

Until late in the twentieth century, internal corporate governance - that is, decision making by the principal constituencies of the firm - was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds'...

This Article reports results of an empirical study that suggests that the current economic crisis has changed managerial behavior in the US in a way that may impede economic recovery. The study finds a strong, statistically significant and economically meaningful, positive correlation between...

The Supreme Court's Citizens United decision to let corporations spend unlimited sums in federal elections was premised on a pair of promises: Corporations would disclose expenditures, and shareholders would police such spending. Those promises remain unfulfilled: of $266 million spent by...