Working Paper

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 with a...Read more

Martin Gelter
Geneviève Helleringer
14 December 2019

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 over related-...Read more

Jesse Fried
Ehud Kamar
Yishay Yafeh
14 December 2019

Growing Up Under Mao and Deng: On the Ideological Determinants of Corporate Policies

Historically, economic activities have been organized around certain ideologies. We investigate the impact of politicians’ ideology on corporate policies by exploring a unique setting of ideological change—China from Mao to Deng around the 1978...Read more

Hao Liang
Rong Wang
Haikun Zhu
14 December 2019

Do Index Funds Monitor?

Passively managed index funds now hold over 25% of U.S. mutual fund and ETF assets. The rise of index investing raises fundamental questions about monitoring and corporate governance. We examine the voice and exit mechanisms and find that...Read more

Davidson Heath
Daniele Macciocchi
Roni Michaely
Matthew C. Ringgenberg
14 December 2019