Control

Working Paper

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 (“roving controllers”)...Read more

Sang Yop Kang
11 September 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 over related-...Read more

Jesse Fried
Ehud Kamar
Yishay Yafeh
19 February 2018

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
07 December 2017

Who’s Paying Attention? Measuring Common Ownership and Its Impact on Managerial Incentives

We derive a measure that captures the extent to which common ownership shifts managers’ incentives to internalize externalities. A key feature of the measure is that it allows for the possibility that not all investors are attentive to whether a...Read more

Erik P. Gilje
Todd Gormley
Doron Levit
11 September 2018

The Law and (Some) Finance of Related Party Transactions: An Introduction

This paper is the introductory chapter of Luca Enriques and Tobias Tröger (eds.), The Law and Finance of Related Party Transactions (Cambridge University Press: forthcoming). Its goal is to sketch out the individual chapters’ contributions to the...Read more

Luca Enriques
Tobias Tröger
23 July 2018

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