Corporate Policy and the Coherence of Delaware Takeover Law

The Bylaw Puzzle in Delaware Corporate Law

Executive Compensation and the Optimal Penumbra of Delaware Corporate Law

Corporate law has done a very poor job on executive pay: executives have been rewarded for stellar "performance" that turned out to be anything but stellar, and shareholders have had no meaningful recourse. Indeed, there are many other such cases where there is no breach of the fiduciary duties of care and loyalty, but the board's behavior nevertheless smacks of a classic agency problem known a...

Takeover and Monitor under External Corporate Control

We study how both external corporate governance factors and internal corporate governance factors jointly affect the large shareholder’s takeover or monitor decision. The large shareholders monitor the management and have option to takeover the firm. External corporate governance forces impose stealing costs to the manager. In equilibrium, large shareholder’s takeover or monitoring decision, ta...

Competition for Corporate Charters and the Lesson of Takeover Statutes

Corporate Financial Performance and the Use of Takeover Defenses

. This paper tests the hypothesis that the threat of a contested takeover improves corporate performance. This is done by a cross-sectional analysis of listed Danish firms with and without effective takeover defenses. Takeover defenses adopted by Danish firms mainly consist of dual class voting rights often in combination with foundation ownership. Using simultaneous equation estimation to deal...