Company Law
Working Paper
The Volcker Rule as Structural Law: Implications for Cost-Benefit Analysis and Administrative Law
The Volcker rule ? a key part of Congress?s response to the financial crisis ? is best
understood as a ?structural law,? a traditional Anglo-American technique for governance of hybrid public-private institutions such as banks and central...Read more
Comparative Corporate Governance: Old and New
The most fundamental comparative corporate governance debates have often focused
on two issues. The first one concerns ownership structure: Why are large corporations in some corporate governance system owned by a multitude of disempowered...Read more
Corporate Disruption: The Law and Design of Organizations in the 21st Century
This paper explores the issue of ?re-making? corporate law through the prism of the United Nations? recent efforts at reducing legal obstacles experienced by micro, small and medium-sized enterprises in starting and scaling a business. In order...Read more
Creditor Control Rights and Resource Allocation within Firms
We examine the within-firm resource allocation and restructuring effects of creditor intervention and their relationship to performance gains at firms violating covenants in private credit agreements. By linking firms to establishment-level data...Read more
Brexit and Corporate Citizenship
The UK’s recent vote for Brexit has sparked a fierce debate over the implications for the rights of EU citizens living in the UK and UK citizens living in the rest of the EU. So far, however, there has been relatively little discussion of the...Read more
Foundations of Corporate Law
This paper is the first chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda...Read more
Governance Challenges of Listed State-Owned Enterprises around the World: National Experiences and a Framework for Reform
Despite predictions of their demise in the aftermath of the collapse of socialist economies in Eastern Europe, state-owned enterprises (SOEs) are very much alive in the global economy. The relevance of listed SOEs — firms still subject to...Read more
From Corporate Law to Corporate Governance
This essay is a contribution to the forthcoming Oxford University Press Handbook of Corporate Law and Governance edited by Jeffery Gordon and Georg Ringe. In the 1960s and 1970s, corporate law and finance scholars recognized that neither...Read more
EU Company Law Harmonization Between Convergence and Varieties of Capitalism
This chapter sketches the history of EU Company Law, from its beginnings in the 1960s until today. Throughout all periods, EU company law harmonization was largely a top-down, technocratic project that was considered imperative to realize the...Read more
When Should Bankruptcy Law Be Creditor- or Debtor-Friendly? Theory and Evidence
We examine how creditor protection affects firms with different levels of owners’ and managers’ personal costs of bankruptcy. Theoretically, we show that firms with high personal costs of bankruptcy borrow and invest more under a more debtor-...Read more
Prospectus Liability and the Role of Gatekeepers as Informational Intermediaries: An Empirical Analysis of the Impact of the Statutory Provisions on Italian IPOs
This Article analyzes market reaction to the introduction into Italian legislation of a statutory system of (IPO) prospectus civil liability enacted in April 2007 on the basis of Directive 2003/71/EC.
In particular, we study the effects of...Read more