GCGC

Video

Prof. Robert M. Daines (Stanford Law School) presents his paper on "Can Staggered Boards Improve Value? Evidence from the Massachusetts Natural Experiment" at the 2016 GCGC Conference in Stockholm. Discussion of the paper is then presented by Prof. Renee Adams (UNSW Business School, University of New South Wales). 

22 January 2018

Presentation

‘Disruptive’ innovations are powerful forces for reshaping activities and generating growth. Yet by definition, the properties (what they can do) and consequences (whether they disrupt) of innovations are not widely understood when they are first explored. This aggravates agency problems in financing innovative projects, increasing the cost of capital. Policymakers, keen to stimulate innovation, are exploring a number of ways of facilitating capital-raising by innovative firms.

January 22 2018

We present a model where firms compete for scarce managerial talent (“alpha”) and managers are risk-averse. When managers cannot move across firms after being hired, employers learn about their talent, allocate them efficiently to projects and provide insurance to low-quality managers. When instead managers can move across firms, firm-level coinsurance is no longer feasible, but managers may self-insure by switching employer to delay the revelation of their true quality. However this results in inefficient project assignment, with low quality managers handling too risky projects.

January 22 2018

In a system of federated states such as the United States and the European Union, there are, in general, three alternative approaches to chartering business corporations. The first is the real seat doctrine, under which corporations are required to be chartered in – and hence their governance is determined by the law of – the member state where they have their principal place of business.

January 22 2018

Most listed firms are freestanding in the U.S, while listed firms in other countries often belong to business groups: lasting structures in which listed firms control other listed firms.

January 22 2018

This paper clarifies why corporate governance arrangements in public firms generally do not make use of judicial evaluations of boards’ and managers’ business decisions. In principle, information generated in litigation, particularly discovery, could usefully supplement public information (particulary stock prices) in the provision of performance incentives. In particular, the optimally adjusted combination of standard performance pay and litigation could impose less risk on boards and managers than standard performance pay alone.

January 22 2018

The current trend in bankruptcy legislation is to follow the US model of Chapter 11, whereby the courts have the authority to ‘stay’ the liquidation rights of the secured creditors. The alternative approach of freedom of contracting, whereby the courts limit themselves to strictly enforcing the rights of all parties, is largely ignored, for fear that such a system would be plagued by coordination failures among creditors. We study the resolution of financial distress in shipping, where the ex territorial nature of assets have distanced the industry from on shore bankruptcy legislation.

January 22 2018

We analyse a sample of 85 bylaws adopted by Norwegian corporations prior to the existence of corporate law in Norway. At that time, Norway had a free-contracting regime, granting individuals the right to freely found limited-liability companies and write their governance structures as they saw fit. All firms appoint a Board of Directors, which at the time, was more akin to a management board, but in a quarter of firms a co-existing Board of Representatives is established.

January 22 2018

Hedge fund activism has recently spiked, almost hyperbolically. No one disputes this, but divergent explanations exist for it. Some see activist hedge funds as the natural champions of dispersed shareholders, who are not economically capable of collective action in their own interest. So viewed, hedge fund activism can bridge the separation of ownership and control. That, however, may assume what is to be proved. Others believe that hedge funds have interests that differ materially from those of other shareholders.

January 22 2018

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