History
Working Paper
The Race to the Bottom Recalculated: Scoring Corporate Law Over Time
The most enduring and widespread academic disputes in American corporate law concern jurisdictional competition. Scholars have debated, at great length, questions stemming from the ability of corporations to choose what jurisdiction to...Read more
Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce
In this chapter we analyze ancient Rome?s law of business entities from the perspective of asset partitioning, by which we mean the delimiting of creditor collection rights based on the distinction between business assets and personal assets....Read more
Law, Politics and the Rise and Fall of German Stock Market Development, 1870-1938
Law and politics had a significant impact on stock market development in Germany between 1870 and the beginning of World War II. IPOs can be a bellwether for stock market development and nearly 1100 were carried out on the Berlin Stock Exchange...Read more
The Great Pyramids of America: A Revised History of US Business Groups, Corporate Ownership and Regulation, 1930-1950
Most listed firms are freestanding in the U.S, while listed firms in other countries often belong to business groups: lasting structures in which listed firms control other listed firms. Hand-collected historical data illuminate how the present...Read more
The Rise of Corporate Governance in the U.K.: When and Why
While issues that prompt corporate governance responses are endemic to the corporate form, the term "corporate governance" only began to feature with any regularity in discussions of public companies in Britain as the 1990s got underway...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
Why Have M&A Contracts Grown? Evidence from Twenty Years of Deals
Over 20 years, M&A contracts have more than doubled in size ? from 35 to 88 single-spaced pages in this paper?s font. They have also grown significantly in linguistic complexity ? from post-graduate ?grade 20? to post-doctoral ?grade 30?. A...Read more
Leveraged Buyouts: An Overview of the Literature
This paper provides an exhaustive literature review of the motives for public-to-private LBO transactions. First, the paper develops the theoretical framework for the potential sources of value creation from going private: a distinction is made...Read more
Directors’ Duties and Legal Safe Harbours: A Comparative Analysis
Directors’ duties are a core element of corporate governance, yet a range of legal safe harbours ultimately shape the contours and stringency of these duties in practice. Although the standards of conduct that constitute directors’ duties (so-...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