Company Law
Working Paper
Taking Shareholder Protection Seriously? Corporate Governance in the United States and Germany
The paper undertakes a comparative study of the set of laws affecting corporate governance in the United States and Germany, and an evaluation of their design - if one assumes that their objective were the protection of the interests of minority...Read more
The Equilibrium Content of Corporate Federalism
This Article offers a positive political economy of corporate federalism. It draws on the history of corporate law and basic concepts of evolutionary game theory to locate the content of corporate federalism in two stable equilibriums. The first...Read more
The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters
Corporate law is an arena in which the metaphor of the states as a laboratory describes actual practice, and, for the most part, this is a laboratory that has worked reasonably well. The goal of this paper is to map out over time the diffusion of...Read more
Outside Director Liability: A Policy Analysis
Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United...Read more
Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US
It is often assumed that strong securities markets require good legal protection of minority shareholders. This implies both "good" law -- principally corporate and securities law -- and enforcement, yet there has been little empirical analysis...Read more
Risk Management in European and American Corporate Law
In recent years, the emphasis in corporate governance has shifted from board composition, independent directors, separating the position of chairperson and CEO, and establishing board committees to “being in control” and risk management issues....Read more