Working Paper

27 October 2020

Shifting Influences on Corporate Governance: Capital Market Completeness and Policy Channeling

Corporate governance scholarship is typically portrayed as driven by single factor models, for example, shareholder value maximization, director primacy or team production. These governance models are Copernican; one factor is...

Ronald Gilson | Curtis J. Milhaupt
11 September 2018

Optimally Restrained Tunneling: The Puzzle of Controlling Shareholders’ “Generous” Exploitation in Bad-Law Jurisdictions

Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders...

Sang Yop Kang
19 February 2018

The Effect of Minority Veto Rights on Controller Pay Tunneling

A central challenge in the regulation of controlled firms is curbing rent extraction by controllers. As independent directors and fiduciary duties are often insufficient, some jurisdictions give minority shareholders veto rights...

Jesse Fried | Ehud Kamar | Yishay Yafeh
07 December 2017

Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law

The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the development of the doctrine, exposing the way in which certain models of dealing...

Martin Gelter | Geneviève Helleringer
02 May 2017

Evolution of Ownership and Control Around the World: The Changing Face of Capitalism

This chapter documents the evolution of ownership and control of firms around the world over a hundred year period from the beginning of the 20th century to today. It records the substantial changes that have taken place in the nature of...

Julian Franks | Colin Mayer
01 November 2016

Measuring Compliance with Executive Remuneration Standards at Controlled Corporations

In this paper we analyze the relationship between conformity to executive remuneration standards, corporate ownership, and the level and structure of CEO compensation for large European listed companies in the years 2007 and 2010....

Roberto Barontini | Stefano Bozzi | Guido Ferrarini