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Working Paper Series in Law
To date, there are 315 titles in this series

Title Venture Capital 2.0: From Venturing to Partnering Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University and ECGI Erik Vermeulen, Tilburg University
Date May 2016
Serial No Law Working Paper No. 315/2016
Keywords crowdfunding, corporate governance, corporate venture capital, equity finance, exits, IPOs, liquidity, platforms, private-IPOs, venture capital
Abstract From the SSRN website
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Title Rationalizing the Dodd-Frank Clawback Back to Working Paper Index and Search
Author(s) Jesse Fried, Harvard University and ECGI
Date May 2016
Serial No Law Working Paper No. 314/2016
Keywords Executive pay, Dodd Frank, clawback, excess pay, securities regulation, misreporting, recovery, erroneously awarded compensation, restatement, accounting, financial reporting, financial results, manipulation
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Title The Transactional Scope of Takeover Law in Comparative Perspective Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford and ECGI
Date March 2016
Serial No Law Working Paper No. 313/2016
Keywords Takeovers, Tender Offers, Mergers, Schemes of Arrangement, Mandatory Bid Rule, Share Buy-backs, Transactional Arbitrage
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Title Directors’ Duties and Shareholders’ Rights in the European Union: Mandatory and/or Default Rules? Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date March 2016
Serial No Law Working Paper No. 312/2016
Keywords mandatory law, default rules, fallback provisions, reasons given for mandatory law (contracting failures, opportunistic midstream charter amendments, standardization), US corporate law, corporate law of Germany and of eight other European countries
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Title The Mess at Morgan: Risk, Incentives and Shareholder Empowerment Back to Working Paper Index and Search
Author(s) Jill Fisch, University of Pennsylvania and ECGI
Date March 2016
Serial No Law Working Paper No. 311/2016
Keywords Corporation law, corporations, securities regulation, risk management, investment banking, Dodd Frank Wall Street Reform and Consumer Protection Act, Volcker Rule, JP Morgan Chase, publicness, executive compensation, accountability, regulation, credit derivatives trading, corporate wrongdoing
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Title Does Majority Voting Improve Board Accountability? Back to Working Paper Index and Search
Author(s) Stephen Choi, New York University Jill Fisch, University of Pennsylvania and ECGI Marcel Kahan, New York University and ECGI Edward Rock, University of Pennsylvania
Date March 2016
Serial No Law Working Paper No. 310/2016
Keywords Empirical studies, corporate governance reform, board, director elections, majority voting rule, MVR, plurality voting rule, PVR, shareholder activism, stock exchanges, Institutional Shareholder Services Inc., ISS
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Title Corporate Darwinism: Disciplining Managers in a World with Weak Shareholder Litigation Back to Working Paper Index and Search
Author(s) James Cox, Duke University Randall Thomas, Vanderbilt University and ECGI
Date March 2016
Serial No Law Working Paper No. 309/2016
Keywords Corporate Voting
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Title The New Synthesis of Bank Regulation and Bankruptcy in the Dodd-Frank Era Back to Working Paper Index and Search
Author(s) David Skeel, University of Pennsylvania and ECGI
Date March 2016
Serial No Law Working Paper No. 308/2016
Keywords Banks, bank regulation, investment banking, bankruptcy, derivatives, Dodd-Frank Act, Orderly Liquidation Authority, OLA, systemically important financial institution, SIFI, SIFIs, rapid recapitalization, convertible contingent capital securities, CoCos, single point of entry
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Title Rediscovering Corporate Governance in Bankruptcy Back to Working Paper Index and Search
Author(s) David Skeel, University of Pennsylvania and ECGI
Date March 2016
Serial No Law Working Paper No. 307/2016
Keywords Bankruptcy, corporate reorganizations, corporate governance, corporations, corporate finance, financial distress, insolvency shareholders, Chapter 11, compensation for unsecured creditors, Bill Whitford, Lynn LoPucki
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Title The Economics of Disclosure and Financial Reporting Regulation: Evidence and Suggestions for Future Research Back to Working Paper Index and Search
Author(s) Christian Leuz, University of Chicago Booth School of Business and ECGI Peter Wysocki, University of Miami
Date December 2015
Serial No Law Working Paper No. 306/2016
Keywords Transparency, Regulation, Accounting standards, Capital markets, Institutional economics, International accounting, Disclosure, IFRS, Political economy, Cost-benefit analysis, Real effects
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Title The German Law of and Experience with the Supervisory Board Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date January 2016
Serial No Law Working Paper No. 305/2016
Keywords Board, supervisory board, one- and two-tier systems, convergence, labor codetermination, German Stock Corporation Act, German Corporate Governance Code, European harmonization, liability, independent directors
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Title The Biases of an “Unbiased” Optional Takeovers Regime: The Mandatory Bid Threshold as a Reverse Drawbridge Back to Working Paper Index and Search
Author(s) Johannes Fedderke, Pennsylvania State University Marco Ventoruzzo, Bocconi University and ECGI
Date December 2015
Serial No Law Working Paper No. 304/2016
Keywords Takeovers, Mandatory Bids, Defensive Measures, Control Enhancing Devices, Control, Law and Economics
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Title The Effect of Regulatory Harmonization on Cross-border Labor Migration: Evidence from the Accounting Profession Back to Working Paper Index and Search
Author(s) Matthew Bloomfield, University of Chicago Ulf Brüggemann, Humboldt University of Berlin Hans Christensen, University of Chicago Christian Leuz, University of Chicago and ECGI
Date December 2015
Serial No Law Working Paper No. 303/2016
Keywords Accounting harmonization, Regulation, IFRS, European Union, Labor migration and mobility
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Title Corporate Litigation in Specialized Business Courts Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University and ECGI Alexander de Roode, Robeco, Investment Research
Date September 2015
Serial No Law Working Paper No. 302/2015
Keywords Corporate litigation, Dutch Enterprise Chamber inquiry proceedings, shareholder value, M&A lawsuits
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Title Restructuring the European Business Enterprise: The EU Commission Recommendation on a New Approach to Business Failure and Insolvency Back to Working Paper Index and Search
Author(s) Horst Eidenmüller, University of Oxford and ECGI Kristin van Zwieten, University of Oxford
Date September 2015
Serial No Law Working Paper No. 301/2015
Keywords Corporate Reorganization, Corporate Restructuring, Bankruptcy, Insolvency, European Restructuring Recommendation, European Insolvency Regulation
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Title Monetary Liability for Breach of the Duty of Care? Back to Working Paper Index and Search
Author(s) Holger Spamann, Harvard University
Date September 2015
Serial No Law Working Paper No. 300/2015
Keywords Business judgment rule, director liability, duty of care, manager liability, fiduciary duties, informativeness principle
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Alert Published 25 Sep 2015
Winner of the 2016 Allen & Overy Law Prize (Best paper in the Law Working Paper series)
Elsewhere
This paper was presented at the inaugural conference of the Global Corporate Governance Colloquia (GCGC) in June 2015 at Stanford Law School. See the GCGC programme

Title The Volcker Rule as Structural Law: Implications for Cost-Benefit Analysis and Administrative Law Back to Working Paper Index and Search
Author(s) John Coates, Harvard University
Date August 2016
Serial No Law Working Paper No. 299/2015
Keywords Volcker, Volcker Rule, Dodd-Frank Act, structural law, cost-benefit analysis, administrative law, financial regulation, banking, banking law
Abstract From the SSRN website
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Alert Published 11 Sep 2015

Title Stock Market Prices and the Market for Corporate Control Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI Brian Cheffins, University of Cambridge and ECGI
Date July 2015
Serial No Law Working Paper No. 298/2015
Keywords tender offer, market for corporate control, proxy contest, stock market efficiency, control contests
Abstract From the SSRN website
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Alert Published 8 Sep 2015

Title The Existential Search of the European Banking Authority Back to Working Paper Index and Search
Author(s) Eilís Ferran, University of Cambridge and ECGI
Date July 2015
Serial No Law Working Paper No. 297/2015
Keywords financial regulation, EU, governance
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Alert Published 23 Aug 2015

Title Corporate Governance in Europe: A Critical Review of the European Commission’s Initiatives on Corporate Law and Corporate Governance Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max-Planck Institut für Ausländisches und Internationales Privatrecht and ECGI
Date August 2015
Serial No Law Working Paper No. 296/2015
Keywords European corporate governance, European corporate law, shareholder rights directive, institutional investors, related party transactions, transfer of seat, corporate finance, takeover law, codification, model law
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Alert Published 20 Aug 2015

Title The Private Ordering Solution to Multiforum Shareholder Litigation Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School and ECGI Sarath Sanga, Columbia University Law School
Date June 2015
Serial No Law Working Paper No. 295/2015
Keywords exclusive forum clauses, multiforum litigation, shareholder litigation
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Alert Published 2 Aug 2015

Title Single Supervision and the Governance of Banking Markets Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI
Date June 2015
Serial No Law Working Paper No. 294/2015
Keywords Banking Union, Single Supervisory Mechanism, SSM, supervisory centralisation, regulatory harmonisation, banking regulation, prudential supervision
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Alert Published 17 Aug 2015

Title The Rise of Corporate Governance in the U.K.: When and Why Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date April 2015
Serial No Law Working Paper No. 293/2015
Keywords corporate governance, boards of directors, takeovers, executive pay
Abstract From the SSRN website
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Alert Published 27 Jul 2015

Title M&A Contracts: Purposes, Types, Regulation, and Patterns of Practice Back to Working Paper Index and Search
Author(s) John Coates, Harvard Law School and ECGI
Date April 2015
Serial No Law Working Paper No. 292/2015
Keywords Mergers, acquisitions, contracts, M&A, deal contracts, regulation
Abstract From the SSRN website
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Alert Published 6 Jul 2015

Title Standard Setting for Accountants and the Role of the Public Interest Oversight Board Back to Working Paper Index and Search
Author(s) Eddy Wymeersch, Ghent University and ECGI
Date May 2015
Serial No Law Working Paper No. 291/2015
Keywords accountants, auditors, audit standards, ISA, public interest, PIOB, IFAC
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Alert Published 2 Jul 2015

Title Banking Union: Aspects of the Single Supervisory Mechanism and the Single Resolution Mechanism Compared Back to Working Paper Index and Search
Author(s) Eddy Wymeersch, University of Gent and ECGI
Date April 2015
Serial No Law Working Paper No. 290/2015
Keywords Banking Union, Banking supervision, Resolution, ECB, SSM
Abstract From the SSRN website
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Alert Published 30 Jun 2015

Title CRD IV and the Mandatory Structure of Bankers’ Pay Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI
Date April 2015
Serial No Law Working Paper No. 289/2015
Keywords Executive Remuneration, Corporate Governance, Banks, Financial Crisis, Prudential Regulation, Supervision, CRD IV
Abstract From the SSRN website
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Alert Published 25 May 2015

Title The Disappearing Taboo of Multiple Voting Shares: Regulatory Responses to the Migration of Chrysler-Fiat Back to Working Paper Index and Search
Author(s) Marco Ventoruzzo, Bocconi University, Pennsylvania State University, Paolo Baffi Center on Financial Markets Regulation, Max Planck Institute on Procedural, European and Regulatory Law and ECGI
Date March 2015
Serial No Law Working Paper No. 288/2015
Keywords Regulatory competition, one-share, one-vote, controlling shareholders, institutional investors, multiple voting shares, loyalty shares, dual class structures, control enhancing devices
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Alert Published 15 Apr 2015

Title Centros, the Freedom of Establishment for Companies, and the Court's Accidental Vision for Corporate Law Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University and ECGI
Date February 2015
Serial No Law Working Paper No. 287/2015
Keywords freedom of establishment, European Company Law, European corporate law, regulatory competition, Daily Mail, Segers, Centros, Überseering, Inspire Art, Cartesio, European Court of Justice, company law directives
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Alert Published 24 Mar 2015

Title Groups of Companies - A Comparative Study on the Economics, Law and Regulation of Corporate Groups Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date February 2015
Serial No Law Working Paper No. 286/2015
Keywords Groups of Companies, Corporate Governance, Principal Agent Conflicts between Minority Shareholders and Controlling Shareholders, Creditor Protection, Konzernrecht, Tunneling, Related Party Transactions, Conflict of Interest, Mandatory Disclosure, Fairness Opinions, Enforcement, Veil-piercing
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Alert Published 12 Mar 2015

Title Say-on-Dividend Back to Working Paper Index and Search
Author(s) María Gutiérrez, Universidad Carlos III and ECGI María Isabel Sáez, Universidad Autónoma de Madrid
Date February 2015
Serial No Law Working Paper No. 285/2015
Keywords Corporate Governance, Ownership Structure, Ownership Concentration, Corporation Law, Payout Policy, Dividends, Institutional Investors, Hedge Funds, Activists, Independent Directors
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Alert Published 11 Mar 2015

Title Corporate Governance and Banks: How justified is the match? Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Tilburg and Gent Universities and ECGI
Date February 2015
Serial No Law Working Paper No. 284/2015
Keywords corporate governance, codes, bank governance, banking regulation, capital requirements
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Alert Published 6 Mar 2015

Title Law, Politics and the Rise and Fall of German Stock Market Development, 1870-1938 Back to Working Paper Index and Search
Author(s) Carsten Burhop, University of Vienna David Chambers, University of Cambridge Brian Cheffins, University of Cambridge and ECGI
Date January 2015
Serial No Law Working Paper No. 283/2015
Keywords Initial public offerings, Germany, Financial History, Corporate Law, Stock Markets
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Alert Published 16 Feb 2015

Title Bank Resolution in Europe: the Unfinished Agenda of Structural Reform Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI Wolf-Georg Ringe, Copenhagen Business School and University of Oxford
Date January 2015
Serial No Law Working Paper No. 282/2015
Keywords bank resolution, bank structural regulation, single point of entry, bank holding company
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Alert Published 12 Feb 2015

Title Decision-Making during the Crisis: Why did the Treasury let Commercial Banks fail? Back to Working Paper Index and Search
Author(s) Ettore Croci, Università Cattolica del Sacro Cuore Gerard Hertig, ETH Zurich and ECGI Eric Nowak, Swiss Finance Institute and University of Lugano
Date January 2015
Serial No Law Working Paper No. 281/2015
Keywords Resolution, Bail-out, Commercial Bank, CPP, Financial crisis, Bankruptcy
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Alert Published 2 Mar 2015

Title Shareholders in the United Kingdom Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford and ECGI
Date January 2015
Serial No Law Working Paper No. 280/2015
Keywords
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Alert Published 18 Feb 2015

Title Efficiency Arguments for the Collective Representation of Workers: A Sketch Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford and ECGI
Date January 2015
Serial No Law Working Paper No. 279/2015
Keywords Employee involvement, codetermination, consultation, labour contracting costs
Abstract From the SSRN website
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Alert Published 29 Jan 2015

Title Delaware and the Transformation of Corporate Governance Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date December 2014
Serial No Law Working Paper No. 278/2015
Keywords Delaware, corporate governance, boards of directors, takeovers, executive pay, shareholder activism
Abstract From the SSRN website
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Alert Published 21 Jan 2015

Title Principles of Financial Regulation Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI Daniel Awrey, University of Oxford Paul Davies, University of Oxford and ECGI Jeffrey Gordon, Columbia Law School and ECGI Colin Mayer, University of Oxford, CEPR and ECGI Jennifer Payne, University of Oxford
Date December 2014
Serial No Law Working Paper No. 277/2014
Keywords Financial regulation, Financial crisis, Banking regulation, Securities Regulation, Financial markets, Shadow Banking, Macro-Prudential Regulation, Principles of Financial Regulation
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Alert Published 19 Jan 2015

Title Audit Committees of Public Interest Entities in Europe Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Tilburg University, Gent University and ECGI
Date December 2014
Serial No Law Working Paper No. 276/2014
Keywords audit committee, corporate governance, monitoring, auditor, independence
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Alert Published 23 Dec 2014

Title The Broken Buck Stops Here: Embracing Sponsor Support in Money Market Fund Reform Back to Working Paper Index and Search
Author(s) Jill Fisch, University of Pennsylvania and ECGI
Date November 2014
Serial No Law Working Paper No. 275/2014
Keywords regulation of financial markets, banking regulation, securities law and regulation, money market funds, mutual funds, MMFs, SEC, securities, net asset value, financial crisis, shadow banking, systemic risk, financial crisis
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Alert Published 15 Dec 2014

Title The Law and Finance of Anti-Takeover Statutes Back to Working Paper Index and Search
Author(s) Emiliano Catan, New York University Marcel Kahan, New York University and ECGI
Date November 2014
Serial No Law Working Paper No. 274/2014
Keywords Takeover Defenses, Anti-takeover Statutes, Poison Pill, Corporate Governance, Takeovers
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Alert Published 12 Dec 2014

Title Further Assessment of the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School and ECGI
Date November 2014
Serial No Law Working Paper No. 273/2014
Keywords Dodd-Frank, sunsetting, financial regulation, experimentation
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Alert Published 8 Dec 2014

Title Liability for Transnational Securities Fraud, Quo Vadis? Back to Working Paper Index and Search
Author(s) Amir Licht, Radzyner Law School and ECGI
Date October 2014
Serial No Law Working Paper No. 272/2014
Keywords securities fraud, civil liability, class actions, bonding, corporate governance
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Alert Published 27 Nov 2014

Title Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce Back to Working Paper Index and Search
Author(s) Henry Hansmann, Yale Law School and ECGI Reinier Kraakman, Harvard Law School and ECGI Richard Squire, Fordham University
Date October 2014
Serial No Law Working Paper No. 271/2014
Keywords asset partitioning, entity shielding, limited liability, legal history, Ancient Rome, business organizations, corporations
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Alert Published 3 Dec 2014

Title The Market for Corporate Law Redux Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School, NBER and ECGI
Date October 2014
Serial No Law Working Paper No. 270/2014
Keywords market for corporate law, state competition for corporate charters, Delaware, race to the top, race for the bottom
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Alert Published 18 Nov 2014

Title Do Market Abuse Rules Violate Human Rights? The Grande Stevens v. Italy Case Back to Working Paper Index and Search
Author(s) Marco Ventoruzzo, Pennsylvania State University, Bocconi University and ECGI
Date October 2014
Serial No Law Working Paper No. 269/2014
Keywords market abuse, insider trading, market manipulations, European Convention on Human Rights, due process, double jeopardy
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Alert Published 14 Nov 2014

Title Executive Remuneration. A Comparative Overview Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI Maria Cristina Ungureanu, University of Genoa
Date October 2014
Serial No Law Working Paper No. 268/2014
Keywords Executive remuneration, corporate governance, banks, financial crisis, prudential regulation, supervision
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Alert Published 12 Nov 2014

Title Related Party Transactions: Policy Options and Real-World Challenges (With a Critique of the European Commission Proposal) Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Oxford and ECGI
Date October 2014
Serial No Law Working Paper No. 267/2014
Keywords Corporate Governance, Dominant Shareholders, Corporate Groups, Private Benefits of Control, Tunneling, Related Party Transactions, Self-Dealing, Conflict of Interests, MOM Approval, Independent Directors, Mandatory Disclosure, IAS 24, Fairness Opinions, Shareholder Rights Directive, Corporate Law Enforcement, Social Norms
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Alert Published 7 Nov 2014

Title The Impact of Hedge Fund Activism: Evidence and Implications Back to Working Paper Index and Search
Author(s) John Coffee, Columbia University and ECGI Darius Palia, Rutgers Business School
Date September 2014
Serial No Law Working Paper No. 266/2014
Keywords hedge fund, institutional investor, Schedule 13D, shareholder activism, Williams Act, wolf pack
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Alert Published 30 Oct 2014
Elsewhere
This paper was presented at the inaugural conference of the Global Corporate Governance Colloquia (GCGC) in June 2015 at Stanford Law School. See the GCGC programme

Title Zealous Advocates or Self-interested Actors? Assessing the Value of Plaintiffs’ Law Firms in Merger Litigation Back to Working Paper Index and Search
Author(s) C.N.V. Krishnan, Case Western Reserve University Steven Davidoff Solomon, University of California Randall Thomas, Vanderbilt University and ECGI
Date September 2014
Serial No Law Working Paper No. 265/2014
Keywords Shareholder class action lawsuits, mergers and acquisitions, M&A transactions, top plaintiffs’ law firms, law firm reputation, lawsuit activity, law suit success, law firm popularity, selection bias controls, Docket entries, Injunction Motion, Motion to Expedite, Motion for Dismiss, Delaware Court
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Alert Published 17 Oct 2014

Title Creeping Acquisitions in Europe: Enabling Companies to Be Better Safe than Sorry Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Oxford and ECGI Matteo Gatti, Rutgers School of Law
Date September 2014
Serial No Law Working Paper No. 264/2014
Keywords Corporate Governance, Mergers and Acquisitions, Takeovers, Creeping Acquisition, Tender Offer, Mandatory Bid Rule, Poison Pill, Enabling Rules, Hedge Fund Activism, Substantial Acquisition Rules, European Takeover Regulation
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Alert Published 6 Oct 2014

Title The State of State Competition for Incorporations Back to Working Paper Index and Search
Author(s) Marcel Kahan, New York University and ECGI
Date August 2014
Serial No Law Working Paper No. 263/2014
Keywords State competition, regulatory competition, race to the top, race to the bottom, Delaware
Abstract From the SSRN website
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Alert Published 1 Oct 2014

Title The Team Production Model as a Paradigm Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date August 2014
Serial No Law Working Paper No. 262/2014
Keywords team production, corporate law theory, managerialism, shareholder primacy, nexus of contracts, shareholder activism, hedge funds
Abstract From the SSRN website
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Alert Published 24 Sep 2014

Title The Race to the Bottom Recalculated: Scoring Corporate Law Over Time Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI Steven Bank, University of California Harwell Wells, Temple University
Date August 2014
Serial No Law Working Paper No. 261/2014
Keywords corporate law, state jurisdictions, incorporation, shareholder protection
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Alert Published 29 Aug 2014

Title Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice Back to Working Paper Index and Search
Author(s) John Coates, Harvard Law School and ECGI
Date August 2014
Serial No Law Working Paper No. 260/2014
Keywords Mergers, Acquisitions, Restructuring, Corporate Law and Governance, Corporate Law, Securities Law, Listing Standards, Antitrust and Foreign Investment Law
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Alert Published 26 Aug 2014

Title Regulating Financial Market Infrastructures Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI Paolo Saguato, NYU School of Law
Date June 2014
Serial No Law Working Paper No. 259/2014
Keywords financial markets, financial market infrastructure, exchange, clearing house, central securities depository, systemic risk, transaction cost, securities market, derivatives market, MiFID II, EMIR, MiFIR, Dodd-Frank Act
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Alert Published 30 Jun 2014

Title Independent directors and controlling shareholders around the world Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI Marilena Filippelli, Free University of Bolzano-Bozen
Date May 2014
Serial No Law Working Paper No. 258/2014
Keywords independent directors; board of directors; board committees; board elections; monitoring board; controlling shareholders; executive remuneration; related party transactions; self-dealing
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Alert Published 17 Jun 2014

Title Comparing Insider Trading in the United States and in the European Union: History and Recent Developments Back to Working Paper Index and Search
Author(s) Marco Ventoruzzo, Bocconi University, Pennsylvania State University and ECGI
Date May 2014
Serial No Law Working Paper No. 257/2014
Keywords insider trading, market abuse, fiduciary duties, SEC
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Alert Published 2 Jun 2014

Title Trading Rules, Competition for Order Flow and Market Fragmentation Back to Working Paper Index and Search
Author(s) Amy Kwan, University of Sydney Ronald Masulis, University of New South Wales and ECGI Thomas McInish, University of Memphis
Date April 2014
Serial No Law Working Paper No. 256/2014
Keywords Market Fragmentation, Regression Discontinuity, Dark Pools, Trade Reporting Facility
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Alert Published 19 May 2014

Title Lift not the Painted Veil! To Whom are Directors’ Duties Really Owed Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University and ECGI Geneviève Helleringer, ESSEC Business School Paris-Singapore
Date April 2014
Serial No Law Working Paper No. 255/2014
Keywords constituency directors, codetermination, venture capital, fiduciary duties, corporate theory, theory of the firm, board of directors, behavioral theory
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Alert Published 14 May 2014

Title Whose Trojan Horse? The Dynamics of Resistance against IFRS Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University and ECGI Zehra Kavame, Fordham University
Date April 2014
Serial No Law Working Paper No. 254/2014
Keywords IFRS, IAS, GAAP, international accounting, EU Company Law Directives, Fourth Directive, Seventh Directive
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Alert Published 14 May 2014

Title Structural Corporate Degradation Due to Too-Big-to-Fail Finance Back to Working Paper Index and Search
Author(s) Mark Roe Harvard University and ECGI
Date April 2014
Serial No Law Working Paper No. 253/2014
Keywords financial crisis, too-big-to-fail, corporate governance, bank regulation, bank capital, international finance
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Alert Published 15 May 2014
Winner of the 2015 Allen & Overy Law Prize (Best paper in the Law Working Paper series)

Title Disclosure and Financial Market Regulation Back to Working Paper Index and Search
Author(s) Luca Enriques, LUISS Guido Carli University and ECGI Sergio Gilotta, University of Bologna
Date April 2014
Serial No Law Working Paper No. 252/2014
Keywords Capital markets; mandatory disclosure; selective disclosure; on-going disclosure; securities regulation; therapeutic disclosure; investor protection; price accuracy
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Alert Published 13 May 2014

Title Beyond Ownership: State Capitalism and the Chinese Firm Back to Working Paper Index and Search
Author(s) Curtis Milhaupt, Columbia Law School and ECGI Wentong Zheng, University of Florida
Date April 2014
Serial No Law Working Paper No. 251/2014
Keywords State Capitalism, China, Corporate Governance, State-Owned Enterprises, Privately Owned Enterprises, Ownership, Control, Capture
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Alert Published 12 May 2014

Title Dividend Policy with Controlling Shareholders Back to Working Paper Index and Search
Author(s) Maribel Sáez Lacave, Universidad Autónoma de Madrid María Gutiérrez Urtiaga, Universidad Carlos III and ECGI
Date March 2014
Serial No Law Working Paper No. 250/2014
Keywords Corporate Governance, Ownership Structure, Corporation Law, Controlling Shareholders, Minority Expropriation, Payout Policy, Dividends
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Alert Published 2 May 2014

Title Quack Corporate Governance, Round III? Bank Board Regulation Under the New European Capital Requirement Directive Back to Working Paper Index and Search
Author(s) Luca Enriques, LUISS Guido Carli University and ECGI Dirk Zetzsche, University of Liechtenstein and Heinrich Heine University Düsseldorf
Date March 2014
Serial No Law Working Paper No. 249/2014
Keywords Corporate Governance, Post-crisis reforms, Banking Regulation, Bank boards, CRD IV, CEO duality, Limits on directorships, Board diversity, Induction and Training, Boards’ Self-Evaluation
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Alert Published 30 Apr 2014

Title Six Components of Corporate Governance that Cannot Be Ignored Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University and ECGI Erik Vermeulen, Tilburg University
Date March 2014
Serial No Law Working Paper No. 248/2014
Keywords board of directors, CEO, conglomerate, controlling ownership, corporate culture, corporate governance, corporate group, innovation, investor conference, investor relations, one-size-fits-all, shareholder engagement, widely dispersed ownership
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Alert Published 23 Apr 2014

Title Culture and Law in Corporate Governance Back to Working Paper Index and Search
Author(s) Amir Licht, Interdisciplinary Center (IDC) Herzliyah and ECGI
Date March 2014
Serial No Law Working Paper No. 247/2014
Keywords corporate governance, culture, corporate law, social institutions, social networks, board of directors, stakeholders, earnings management, dividend payouts, executive compensation
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Alert Published 17 Apr 2014

Title Shareholder Voting in an Age of Intermediary Capitalism Back to Working Paper Index and Search
Author(s) Paul Edelman, Vanderbilt University Randall Thomas, Vanderbilt University and ECGI Robert Thompson, Georgetown University
Date March 2014
Serial No Law Working Paper No. 246/2014
Keywords corporate governance, corporate law, corporate voting, hedge fund activism, say on pay, institutional investors
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Alert Published 14 Apr 2014

Title A Strict Liability Regime for Rating Agencies Back to Working Paper Index and Search
Author(s) Alessio Pacces, Erasmus University Rotterdam and ECGI Alessandro Romano, Erasmus University Rotterdam and LUISS
Date March 2014
Serial No Law Working Paper No. 245/2014
Keywords law & economics; financial regulation; rating inflation; probability of default; crushing liability; imperfect foresight; systemic risk; structured finance
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Alert Published 10 Apr 2014

Title Making Bank Resolution Credible Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI
Date February 2014
Serial No Law Working Paper No. 244/2014
Keywords Bank resolution, bail-in, financial regulation, Lehman, financial crisis
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Alert Published 7 Apr 2014

Title Economic Crisis and Share Price Unpredictability: Reasons and Implications Back to Working Paper Index and Search
Author(s) Edward Fox, University of Michigan Merritt Fox, Columbia Law School and ECGI Ronald Gilson, Stanford Law School, Columbia Law School and ECGI
Date February 2014
Serial No Law Working Paper No. 243/2014
Keywords
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Alert Published 7 May 2014

Title Market Efficiency after the Financial Crisis: It’s Still a Matter of Information Costs Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School and ECGI Reinier Kraakman, Harvard Law School and ECGI
Date February 2014
Serial No Law Working Paper No. 242/2014
Keywords efficient capital market hypothesis, financial crisis, subprime crisis, financial regulation
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Alert Published 2 Apr 2014

Title Getting Incentives Right: Is Deferred Bank Executive Compensation Sufficient? Back to Working Paper Index and Search
Author(s) Sanjai Bhagat, University of Colorado Brian Bolton, Portland State University Roberta Romano, Yale Law School and ECGI
Date February 2014
Serial No Law Working Paper No. 241/2014
Keywords executive compensation, restricted stock, financial institution regulation
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Alert Published 1 Apr 2014

Title The Single Supervisory Mechanism or “SSM”, Part One of the Banking Union Back to Working Paper Index and Search
Author(s) Eddy Wymeersch, University of Gent and ECGI
Date February 2014
Serial No Law Working Paper No. 240/2014
Keywords Regulation Single Supervisory Mechanism, European Central Bank, European Banking Authority, banking prudential supervision, home-host, banking crisis
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Alert Published 4 Apr 2014

Title Agency Capitalism: Further Implications of Equity Intermediation Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School and ECGI Jeffrey Gordon, Columbia Law School and ECGI
Date February 2014
Serial No Law Working Paper No. 239/2014
Keywords agency capitalism, agency costs, activist investors, hedge funds, governance, mutual funds, public pension funds
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Alert Published 28 Mar 2014

Title Empirical Analysis of Legal Institutions and Institutional Change: Multiple-Methods Approaches and Their Application to Corporate Governance Research Back to Working Paper Index and Search
Author(s) John Buchanan, University of Cambridge Dominic Heesang Chai, Seoul National University Simon Deakin, University of Cambridge and ECGI
Date February 2014
Serial No Law Working Paper No. 238/2014
Keywords Company law, law and finance, coevolution, leximetrics
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Alert Published 27 Mar 2014

Title Agency Theory in Practice: A Qualitative Study of Hedge Fund Activism in Japan Back to Working Paper Index and Search
Author(s) John Buchanan, University of Cambridge Dominic Heesang Chai, Seoul National University Simon Deakin, University of Cambridge and ECGI
Date February 2014
Serial No Law Working Paper No. 237/2014
Keywords Corporate Governance, Agency Theory, Japan, Hedge Funds, Shareholder Activism
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Alert Published 24 Mar 2014

Title Extraterritorial Financial Regulation: Why E.T. Can’t Come Home Back to Working Paper Index and Search
Author(s) John Coffee, Columbia Law School and ECGI
Date January 2014
Serial No Law Working Paper No. 236/2014
Keywords extraterritorial, extraterritoriality, Volcker Rule, ring-fencing, OTC derivatives, swaps, CFTC, SEC , ESMA, European Market Infrastructure Regulation (“EMIR”)
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Alert Published 4 Mar 2014

Title The “Ignored” Third Dimension of Corporate Governance Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University and ECGI Erik Vermeulen, Tilburg University
Date January 2014
Serial No Law Working Paper No. 235/2014
Keywords controlling ownership, corporate governance, innovation, investor relations, shareholder value, widely dispersed ownership
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Alert Published 2 Mar 2014

Title Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications Back to Working Paper Index and Search
Author(s) John Coates, Harvard Law School and ECGI
Date January 2014
Serial No Law Working Paper No. 234/2014
Keywords Cost-benefit analysis, financial regulation, non-quantifiable benefits, Securities and Exchange Commission, Commodities and Futures Trading Commission, discounting, Basel III, Sarbanes-Oxley Act, securities regulation, consumer finance, mutual funds, Volcker Rule
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Alert Published 27 Feb 2014

Title The Empty Call for Benefit-Cost Analysis in Financial Regulation Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date January 2014
Serial No Law Working Paper No. 233/2014
Keywords Benefit-cost analysis, financial regulation, Glass-Steagall, money market funds, judicial review
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Alert Published 6 Feb 2014

Title The Corporate Governance Movement, Banks and the Financial Crisis Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date December 2013
Serial No Law Working Paper No. 232/2014
Keywords corporate governance, banks, financial crisis, board of directors, agency costs, chief executive officers
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Alert Published 13 Jan 2014

Title Recasting Private Equity Funds after the Financial Crisis: The End of ‘Two and Twenty’ and the Emergence of Co-Investment and Separate Account Arrangements Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University and ECGI Erik Vermeulen, Tilburg University
Date November 2013
Serial No Law Working Paper No. 231/2013
Keywords AIFMD, carried interest, co-investment rights, limited partnership agreement, management fee, private equity, separate accounts
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Alert Published 13 Dec 2013

Title Law and History by Numbers: Use, But with Care Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI Steven Bank, University of California Harwell Wells, Temple University
Date November 2013
Serial No Law Working Paper No. 230/2013
Keywords Corporate law, corporate governance, law and finance, empirical legal scholarship, leximetrics, anti-director rights index, anti-self-dealing index, competitive federalism
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Alert Published 11 Dec 2013

Title Understanding the Board of Directors after the Financial Crisis Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University; Duisenberg School of Finance; Tilburg Law and Economics Center (TILEC) and ECGI Erik Vermeulen, Tilburg University; Tilburg Law and Economics Center (TILEC); Kyushu University
Date October 2013
Serial No Law Working Paper No. 229/2013
Keywords Board of Directors, Board Insulation, Corporate Governance, Corporate Law, Gender Diversity, Innovation, Stock Market Performance, Value Creation, Venture Capital
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Alert Published 15 Nov 2013

Title Risk–shifting through Issuer Liability and Corporate Monitoring Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University School of Law and ECGI
Date October 2013
Serial No Law Working Paper No. 228/2013
Keywords issuer liability, securities law, securities class action, dispersed ownership, concentrated ownership, capital maintenance, fraud risk, compensation, deterrence, prospectus liability
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Alert Published 3 Nov 2013

Title The International Scope of Say on Pay Back to Working Paper Index and Search
Author(s) Randall Thomas, Vanderbilt University and ECGI Christoph Van der Elst, Tilburg Law School, Ghent University and ECGI
Date September 2013
Serial No Law Working Paper No. 227/2013
Keywords shareholder power, say on pay votes, international, corporate directors, nonbinding vote, agency costs
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Alert Published 25 Oct 2013

Title The Origins of the Market for Corporate Control Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI Brian Cheffins, University of Cambridge and ECGI
Date September 2013
Serial No Law Working Paper No. 226/2013
Keywords takeovers, US corporate law, history, tender offers
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Alert Published 23 Oct 2013

Title Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: the Case of Italy Back to Working Paper Index and Search
Author(s) Massimo Belcredi, Università Cattolica del Sacro Cuore Luca Enriques, LUISS Guido Carli University and ECGI
Date January 2014
Serial No Law Working Paper No. 225/2013
Keywords shareholder activism, institutional investors, hedge funds, corporate governance, concentrated ownership, private benefits of control, general meeting
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Alert Published 22 Sep 2013

Title The Twilight Zone: OTC Regulatory Regimes and Market Quality Back to Working Paper Index and Search
Author(s) Ulf Brüggemann, Humboldt University of Berlin Aditya Kaul, University of Alberta Christian Leuz, University of Chicago, NBER and ECGI Ingrid Werner, The Ohio State University
Date August 2013
Serial No Law Working Paper No. 224/2013
Keywords Securities Regulation, Disclosure, Liquidity, Blue Sky Laws, Price Efficiency, Pink Sheets, OTC Bulletin Board, JOBS Act
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Alert Published 6 Sep 2013

Title Common Banking Supervision in the Eurozone: Strengths and Weaknesses Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa, Centre for Law and Finance and ECGI Luigi Chiarella, University of Genoa, Centre for Law and Finance
Date August 2013
Serial No Law Working Paper No. 223/2013
Keywords Banking Supervision, Banking Union, Euro, European banking, European Banking Authority, European Central Bank, Prudential Regulation
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Alert Published 3 Sep 2013

Title Systemic Harms and Shareholder Value Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford, Faculty of Law and ECGI Jeffrey Gordon, Columbia Law School and ECGI
Date August 2013
Serial No Law Working Paper No. 222/2013
Keywords Corporate Governance, Financial Crisis, Financial Institutions, Director Liability
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Alert Published 30 Aug 2013

Title Listed Companies' Engagement with Diversity: A Multi-Jurisdictional Study of Annual Report Disclosures Back to Working Paper Index and Search
Author(s) Deirdre Ahern, Trinity College Dublin, School of Law Blanaid Clarke, Trinity College Dublin, School of Law
Date August 2013
Serial No Law Working Paper No. 221/2013
Keywords Diversity, board of directors, corporate governance, gender balance, quotas, comply or explain, hard law, soft law, non-executive directors, annual reports, stakeholders, corporate social responsibility, Action Plan on European Company Law and Corporate Governance, non-executive directors, pipeline
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Alert Published 31 Aug 2013
CommentThe paper was presented at the 12th European Corporate Governance and Company Law conference in Dublin in May 2013 - See EU Presidency conferences Repository

Title Why Do Retail Investors Make Costly Mistakes? An Experiment on Mutual Fund Choice Back to Working Paper Index and Search
Author(s) Jill Fisch, University of Pennsylvania and ECGI Tess Wilkinson-Ryan, University of Pennsylvania
Date July 2013
Serial No Law Working Paper No. 220/2013
Keywords Securities, mutual fund fees, expenses, expense fees of mutual funds, expense ratio, management fees, 12b-1 fees, advisory fees, sales loads, performance, costs, operating expenses, investor behavior, investor returns, empirical research, behavioral decision research, biases, transparency
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Alert Published 7 Aug 2013

Title The Evolution of Shareholder Voting Rights: Separation of Ownership and Consumption Back to Working Paper Index and Search
Author(s) Henry Hansmann, Yale Law School and ECGI Mariana Pargendler, Fundação Getulio Vargas Law School at São Paulo
Date February 2013
Serial No Law Working Paper No. 219/2013
Keywords Corporate Governance, History, Ownership Structure, Shareholder Voting Rights
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Alert Published 19 Jul 2013

Title A New EU Business Combination Form to Facilitate Cross-Border M&A: The Compulsory Share Exchange Back to Working Paper Index and Search
Author(s) Luca Enriques, Harvard Law School, LUISS University and ECGI
Date July 2013
Serial No Law Working Paper No. 218/2013
Keywords Mergers & Acquisitions, Cross-border Mergers, Cross-border Merger Directive, Squeeze-outs, Takeovers, Takeover Bids Directive
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Alert Published 11 Jul 2013

Title The Future in Law and Finance Back to Working Paper Index and Search
Author(s) Alessio Pacces, Erasmus University Rotterdam and ECGI
Date April 2013
Serial No Law Working Paper No. 217/2013
Keywords uncertainty, Keynes, financial crisis, banking, Minsky, liquidity, haircuts, lender of last resort, Basel 3, Banking Union, corporate governance, short-termism, private benefits of control
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Alert Published 26 Jun 2013

Title Contracting About Private Benefits of Control Back to Working Paper Index and Search
Author(s) Ronald Gilson, Columbia Law School, Stanford Law School and ECGI and Alan Schwartz, Yale Law School
Date June 2013
Serial No Law Working Paper No. 216/2013
Keywords Corporate control, controlling shareholders, contract law, corporate governance, family firms, private benefits of control
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Alert Published 19 Jun 2013

Title The Dutch Private Company: Successfully Relaunched? Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Tilburg University and ECGI, and Erik Vermeulen, Tilburg University, Tilburg Law and Economics Center (TILEC), Philips International BV, Kyushu University and ECGI
Date June 2013
Serial No Law Working Paper No. 215/2013
Keywords Private limited liability company, the Netherlands, Flex BV, competitiveness, regulatory competition
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Alert Published 4 Jun 2013

Title The European Corporate Governance Framework: Issues and Perspectives Back to Working Paper Index and Search
Author(s) Massimo Belcredi, Università Cattolica del S. Cuore di Milano and ECGI, Guido Ferrarini, Università degli Studi di Genova and ECGI
Date May 2013
Serial No Law Working Paper No. 214/2013
Keywords Board of directors, active shareholders, general meeting, corporate governance
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Alert Published 24 May 2013

Title Conservatism and Innovation in Venture Capital Contracting Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University, Tilburg Law and Economics Center (TILEC), European Banking Center (EBC) and ECGI, Erik Vermeulen, Tilburg University, Tilburg Law and Economics Center (TILEC), Philips International BV, Kyushu University and ECGI
Date May 2013
Serial No Law Working Paper No. 213/2013
Keywords Collaborative agreements, collective conservatism, corporate venture capital, government venture capital, innovation, limited partnership agreement, micro-venture capital, venture capital cycle
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Title The Case for an Unbiased Takeover Law (with an Application to the European Union) Back to Working Paper Index and Search
Author(s) Luca Enriques, Harvard Law School, LUISS Guido Carli University and ECGI, Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Alessio Pacces, Erasmus University Rotterdam and ECGI
Date May 2013
Serial No Law Working Paper No. 212/2013
Keywords Corporate governance, takeovers, takeover defenses, regulation of takeovers, poison pills, control contests, European takevoer regulation
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Title The Present and Future of Corporate Governance: Re-Examining the Role of the Board of Directors and Investor Relations in Listed Companies Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University, Tilburg Law and Economics Center (TILEC), European Banking Center (EBC) and ECGI, Erik Vermeulen, Tilburg University, Tilburg Law and Economics Center (TILEC), Philips International BV, Kyushu University and ECGI, Masato Hisatake, Research Institute of Economy, Trade and Industry
Date May 2013
Serial No Law Working Paper No. 211/2013
Keywords Board of directors, corporate governance, diversity, economic growth, entrepreneurship, Facebook, FT Global 500, initial public offerings, investor conferences, investor relations, long-termism, principal agency theory, short-termism, value creation, venture capital
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Title Corporate Short-Termism - In the Boardroom and in the Courtroom Back to Working Paper Index and Search
Author(s) Mark Roe, Harvard Law School and ECGI
Date May 2013
Serial No Law Working Paper No. 210/2013
Keywords Short-termism, time horizons, Delaware, hedge funds, holding duration, going private, private equity, takeovers, over-valuation, bubbles, managerial insulation, stakeholders, R&D
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Title Evolving Directors' Duties in the Common Law World Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney and ECGI
Date April 2013
Serial No Law Working Paper No. 209/2013
Keywords Global financial crisis, corporate governance, directors, boards, monitoring, directors’ duties, directors’ liability, duty of care, business judgment rule, duty of oversight, James Hardie litigation, Centro litigation, financial disclosure
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Title Conflict of Interest, Secrecy and Insider Information of Directors - A Comparative Analysis Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date May 2013
Serial No Law Working Paper No. 208/2013
Keywords Duty of loyalty of corporate directors, conflict of interest, self-dealing, competing with the company, corporate opportunities, secrecy, inside information, prevention techniques and remedies, enforcement
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Title Better Governance of Financial Institutions Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date May 2013
Serial No Law Working Paper No. 207/2013
Keywords Corporate governance of banks, debt governance, financial crisis, bank reform, bank supervision, bank two-tier board, governance of financial groups, bank risk management, fit and proper test, major shareholders of banks, independent directors, experience of directors
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Title Concentrated Ownership Revisited: The Idiosyncratic Value of Corporate Control Back to Working Paper Index and Search
Author(s) Zohar Goshen, Columbia Law School, Assaf Hamdani, Hebrew University and ECGI
Date April 2013
Serial No Law Working Paper No. 206/2013
Keywords Concentrated ownership, dispersed ownership, corporate law, dividend, freezeout, Business Judgment Rule, agency cost, control premium, financial contracting, asymmetric information, idiosyncratic value, dual class shares, private equitty, controlling shareholder, minority protection
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Title Boards in Europe - Accountability and Convergence Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford and ECGI, and Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date May 2013
Serial No Law Working Paper No. 205/2013
Keywords Corporate law, corporate boards in Europe, accountability, convergence, two-tier boards, independent directors, diversity, board committees, cumulative voting, labor codetermination, conflicts of interest, enforcement, remuneration, shareholder activism, decision-making
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Title Mapping the Future of Insider Trading Law: Of Boundaries, Gaps, and Strategies Back to Working Paper Index and Search
Author(s) John Coffee Jr., Columbia Law School, American Academy of Arts & Sciences and ECGI
Date May 2013
Serial No Law Working Paper No. 204/2013
Keywords Insider trading, deception, deceptive device, Section 10(b), Rule 10b-5, agent, fiduciary
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Title The Undermining of UK Corporate Governance (?) Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date March 2013
Serial No Law Working Paper No. 203/2013
Keywords Corporate governance, corporate ownership and control, minority shareholder protection, FTSE 100, listing rules
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Title Hedge Fund Activism Canadian Style Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date March 2013
Serial No Law Working Paper No. 202/2013
Keywords Shareholder activism, hedge funds, Canada
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Title A Theory of Preferred Stock Back to Working Paper Index and Search
Author(s) William Bratton, University of Pennsylvania and ECGI, Michael Wachter, University of Pennsylvania
Date March 2013
Serial No Law Working Paper No. 201/2013
Keywords Preferred shares, corporate equity, contractual debt, corporate finance, corporation law, securities law
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Title The Uneasy Case for Favoring Long-Term Shareholders Back to Working Paper Index and Search
Author(s) Jesse Fried, Harvard Law School and ECGI
Date March 2013
Serial No Law Working Paper No. 200/2013
Keywords Corporate governance, short-termism, short-term shareholders, long-term shareholders, agency costs, earnings manipulation, managerial myopia, share repurchases, open market repurchases, acquisitions, seasoned equity offerings, real earnings management
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Title A New Framework for Business Restructuring in Europe: The EU Commission's Proposals for a Reform of the European Insolvency Regulation and Beyond Back to Working Paper Index and Search
Author(s) Horst Eidenmüller, University of Munich, University of Oxford and ECGI
Date March 2013
Serial No Law Working Paper No. 199/2013
Keywords European insolvency regulation, business restructuring, harmonisation of insolvency laws, scope of the European insolvency regulation, forum shopping, centre of main interests, multiplicity of proceedings, coordination of proceedings, corporate groups
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Title A Primer on the Uncorporation Back to Working Paper Index and Search
Author(s) Joseph McCahery, Tilburg University, Tilburg Law and Economics Center (TILEC), European Banking Center (EBC) and ECGI, Erik Vermeulen, Tilburg University, Tilburg Law and Economics Center (TILEC), Philips International BV, Kyushu University and ECGI, and Priyanka Priydershini, Tilburg University
Date March 2013
Serial No Law Working Paper No. 198/2013
Keywords Beneficial ownership, business courts, conflict resolution, corporate governance, FATF, hybrid business forms, LLC, LLP, model laws, non-listed companies, uncorporation
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Title The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Jeffrey N. Gordon, Columbia Law School and ECGI
Date February 2013
Serial No Law Working Paper No. 197/2013
Keywords Agency capitalism, agency costs, activist investors, hedge funds, governance, mutual funds
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Title Towards a Legal Theory of Finance Back to Working Paper Index and Search
Author(s) Katharina Pistor, Columbia Law School and ECGI
Date February 2013
Serial No Law Working Paper No. 196/2013
Keywords
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Winner of the 2014 Allen & Overy Law Prize (Best paper in the Law Working Paper series)

Title Centro and the Monitoring Board - Legal Duties Versus Aspirational Ideals in Corporate Governance Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney and ECGI
Date September 2011
Serial No Law Working Paper No. 195/2012
Keywords Global financial crisis, corporate governance, directors, boards, monitoring, directors’ duties, directors’ liability, duty of care, business judgment rule, duty of oversight, Centro litigation, financial disclosure
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Title Constraints on Private Benefits of Control: Ex Ante Control Mechanisms Versus Ex Post Transaction Review Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Alan Schwartz, Yale Law School
Date September 2011
Serial No Law Working Paper No. 194/2012
Keywords Private benefits of control, controlling shareholder
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Title Contract and innovation: the limited role of generalist courts in the evolution of novel contractual forms Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Charles Sabel, Columbia University, Robert Scott, Columbia University
Date July 2012
Serial No Law Working Paper No. 193/2012
Keywords
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Title Some reflections on freedom of establishment of non-profit entities in the EU Back to Working Paper Index and Search
Author(s) Stefano Lombardo, Free University of Bozen-Bolzano and ECGI
Date June 2012
Serial No Law Working Paper No. 192/2012
Keywords non-profit firms, but lucratif, foundations, associations, freedom of establishment, competition law, tax law, regulatory competition, USA, EU, corporate governance, agency problems, agency costs
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Title The Pension System and the Rise of Shareholder Primacy Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University School of Law and ECGI
Date June 2012
Serial No Law Working Paper No. 191/2012
Keywords defined benefit plans, defined contributions plans, Social Security, PAYGO, unions, human capital, firm-specific investment, corporate governance, political economy, shareholder wealth maximization, stakeholders, corporate social responsibility
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Winner of the 2013 Allen & Overy Law Prize (Best paper in the Law Working Paper series)

Title Why do Shareholder Derivative Suits Remain Rare in Continental Europe? Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University School of Law and ECGI
Date June 2012
Serial No Law Working Paper No. 190/2012
Keywords Derivative suits, nullification suits, rescission suits, shareholder litigation, predatory shareholders, abuse of law
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Title Financial Incentives for Whistleblowers in European Capital Markets Law? - Legal Policy Considerations on the Reform of the Market Abuse Regime Back to Working Paper Index and Search
Author(s) Holger Fleischer, Max Planck Institute for Comparative and International Private Law and ECGI, Klaus Ulrich Schmolke, Max Planck Institute for Comparative and International Private Law
Date August 2012
Serial No Law Working Paper No. 189/2012
Keywords
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Title Shareholder Rights and Shareholder Activism: The Role of the General Meeting of Shareholders Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Department of Business Law Tilburg University, Financial Law Institute Ghent University and ECGI
Date August 2012
Serial No Law Working Paper No. 188/2012
Keywords General meeting, shareholder rights, voting, attendance
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Title Governments as Investors of Last Resort Credit Crisis Comparative Case Studies Back to Working Paper Index and Search
Author(s) Gérard Hertig, ETH Zurich and ECGI
Date January 2012
Serial No Law Working Paper No. 187/2012
Keywords Bank bail-out, bank governance, government ownership, state aid, resolution, restructuring
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Title Deconstructing Independent Directors Back to Working Paper Index and Search
Author(s) María Gutiérrez Urtiaga, Universidad Carlos III de Madrid-Departamento de Economía de la Empresa and ECGI, Maribel Saez, Universidad Autónoma de Madrid
Date January 2012
Serial No Law Working Paper No. 186/2012
Keywords Independent directors, Board of directors, Concentrated ownership, Monitoring, Corporate Law
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Title Contracting Employee Involvement: An Analysis of Bargaining over Employee Involvement Rules for a Societas Europaea Back to Working Paper Index and Search
Author(s) Horst Eidenmüller, University of Munich-Institute for International Law, Oxford University and ECGI, Lars Hornuf, University of Munich, Markus Reps, Ludwig Maximilians University of Munich
Date January 2012
Serial No Law Working Paper No. 185/2012
Keywords European Company, Societas Europaea, employee involvement, contractual negotiations, contract governance
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Title The History of Corporate Governance Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date January 2012
Serial No Law Working Paper No. 184/2012
Keywords Corporate Governance, Board of Directors, Shareholder Activism, Agency Costs
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Title The Czech Societas Europaea Puzzle Back to Working Paper Index and Search
Author(s) Horst Eidenmüller, University of Munich-Institute for International Law, Oxford University and ECGI, Jan Lasák, Masaryk University - Faculty of Law
Date December 2011
Serial No Law Working Paper No. 183/2011
Keywords European Company, Societas Europaea, Czech Republic, Legal Arbitrage
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Title An End to Consensus? The Selective Impact of Corporate Law Reform on Financial Development Back to Working Paper Index and Search
Author(s) Simon Deakin, University of Cambridge - Centre for Business Research (CBR), University of Cambridge - Faculty of Law and ECGI, Prabirjit Sarkar, Jadavpur University, Ajit Singh, University of Cambridge
Date September 2011
Serial No Law Working Paper No. 182/2011
Keywords Legal origins, company law, shareholder rights, creditor rights, financial development
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Title Corporate Governance of Banks after the Financial Crisis Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI
Date September 2011
Serial No Law Working Paper No. 181/2011
Keywords Corporate governance of banks; equity governance vs. debt governance; financial crisis and bank reform proposals; supervisory requirements as to bank governance; separation of management and control by a bank two-tier board; bank group-wide corporate governance; bank risk management; fit and proper test for the board; the management and major shareholders of banks; experience vs. independence of board members; the danger of spillover of bank governance reforms to the corporate governance of the firms.
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Title Is Regulation Essential to Stock Market Development? Going Public in London and Berlin, 1900-1913 Back to Working Paper Index and Search
Author(s) David Chambers, University of Cambridge Carsten Burhop, Max Planck Society for the Advancement of the Sciences - Max Planck Institute for Research on Collective Goods, Brian Cheffins , University of Cambridge and ECGI
Date July 2011
Serial No Law Working Paper No. 180/2011
Keywords Law and finance, initial public offering, regulation, investor protection, financial history
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Title The Uncertain Role of Banks' Corporate Governance in Systemic Risk Regulation Back to Working Paper Index and Search
Author(s) Peter Muelbert, University of Mainz and ECGI, Ryan Citlau, University of Mainz
Date July 2011
Serial No Law Working Paper No. 179/2011
Keywords Banks, corporate governance, banking regulation, systemic risk, financial crisis
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Title Law and Tunneling Back to Working Paper Index and Search
Author(s) Vladimir Atanasov, College of William and Mary, Bernard Black Northwestern University and ECGI, Conrad Ciccotello, Georgia State University
Date May 2011
Serial No Law Working Paper No. 178/2011
Keywords tunneling, dilution, freezeout, controlling shareholders
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Title The Relation Between Firm-level Corporate Governance and Market Value: A Study of India Back to Working Paper Index and Search
Author(s) Bala Balasubramanian, Indian Institute of Management, Bernard Black, Northwestern University and ECGI, Vikramaditya Khanna, University of Michigan Law School
Date May 2011
Serial No Law Working Paper No. 177/2011
Keywords India, securities law, corporate governance, Clause 49
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Title The Regulation of Hedge Funds and Private Equity: A Case Study in the Development of the EU's Regulatory Response to the Financial Crisis Back to Working Paper Index and Search
Author(s) Eilis Ferran, University of Cambridge and ECGI
Date February 2011
Serial No Law Working Paper No. 176/2011
Keywords hedge funds, private equity, Alternative Investment Fund Managers Directive, financial crisis, reform, European Union
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Title European Company Law 1999-2010: Renaissance and Crisis Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI, Wolf-Georg Ringe, University of Oxford
Date January 2011
Serial No Law Working Paper No. 175/2011
Keywords European corporate law , European law , company law , European securities law
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Winner of the 2012 Allen & Overy Law Prize (Best paper in the Law Working Paper series)

Title Efficiency of Share-Voting Systems: Report on Italy Back to Working Paper Index and Search
Author(s) Espen Eckbo, Darmouth College - Tuck School of Business and ECGI, Giulia Paone, Dartmouth College - Tuck School of Business and Runa Urheim, Central Bank of Norway
Date January 2009
Serial No Law Working Paper No. 174/2011
Keywords Voting, voting chain, share ownership, shareholder rights, proxy voting, voting impediments
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Title Efficiency of Share-Voting Systems: Report on Sweden Back to Working Paper Index and Search
Author(s) Espen Eckbo, Darmouth College - Tuck School of Business and ECGI, Giulia Paone, Dartmouth College - Tuck School of Business and Runa Urheim, Central Bank of Norway
Date July 2010
Serial No Law Working Paper No. 173/2011
Keywords Share Voting, Shareholder Rights Directive, Corporate Governance, Share Holding System, Corporate Law
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Title Institutional Investors as Minority Shareholders Back to Working Paper Index and Search
Author(s) Assaf Hamdani, The Hebrew University and ECGI, Yishay Yafeh, The Hebrew University, CEPR and ECGI
Date November 2010
Serial No Law Working Paper No. 172/2010
Keywords corporate governance, corporate law, institutional investors, minority shareholders, business groups, shareholder activism, mutual funds, emerging markets
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Title The Governance of Financial Supervisors: Improving Responsiveness to Market Developments Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Bologna, ECGI, and Consob, Gerard Hertig, ETH Zurich and ECGI
Date December 2010
Serial No Law Working Paper No. 171/2010
Keywords Supervisory agency decision-making, financial supervision, governance, supervisory responsiveness, transparency
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Title Comparative Corporate Governance: The State of the Art and International Regulation Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute and ECGI
Date November 2010
Serial No Law Working Paper No. 170/2011
Keywords Corporate Governance, Stock Exchange Law, Corporate Governance Codes, Boards, Conflicts of Interest, Gatekeepers
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ElsewherePublished in the American Journal of Comparative Law, Vol. 59, p. 1, January 2011

Title Economics, Politics, and the International Principles for Sound Compensation Practices. An Analysis of Executive Pay at European Banks Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI, Maria-Cristina Ungureanu, University of Genoa and ECGI
Date November 2010
Serial No Law Working Paper No. 169/2010
Keywords Executive remuneration, corporate governance, banks, financial crisis, prudential regulation, supervision
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Title Takeovers, Poison Pills and Protectionism in Comparative Corporate Governance Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt Law School and ECGI
Date November 2010
Serial No Law Working Paper No. 168/2010
Keywords hostile takeovers, takeover defences, poison pills, corporate governance, shareholders, directors, United States, United Kingdom, EU, Australia, Japan, China
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Title Delaware's Balancing Act Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford - Faculty of Law, Oxford-Man Institute of Quantitative Finance and ECGI, Bernard Black, Northwestern University Law School and Kellogg School of Management and ECGI, Brian Cheffins, Cambridge University Faculty of Law and ECGI
Date November 2010
Serial No Law Working Paper No. 167/2010
Keywords Delaware, courts, corporate litigation, jurisdictional competition
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Title Comparing CEO Employment Contract Provisions: Differences Between Australia and the U.S. Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI, Ronald Masulis, Australian School of Business, Vanderbilt Law School, Owen Graduate School of Management and ECGI, Randall Thomas, Vanderbilt Law School, Owen Graduate School of Management and ECGI
Date October 2010
Serial No Law Working Paper No. 166/2010
Keywords Executive Pay, Compensation, Australia-U.S. Comparison
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Title Taming or Protecting the Modern Corporation? Shareholder-Stakeholder Debates in a Comparative Light Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University School of Law and ECGI
Date September 2010
Serial No Law Working Paper No. 165/2010
Keywords Shareholder primacy, stakeholders, corporate theory, theory of the firm, Rathenau, Unternehmen an sich, interet social, codetermination
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Title The Architecture of Corporate Governance in Australia Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI
Date September 2010
Serial No Law Working Paper No. 164/2010
Keywords Australia, corporate governance, comparative corporate governance, corporate law, corporate scandals, board structure, independent directors, directors’ duties, business judgment rule, institutional investors, shareholder rights, continuous disclosure, enforcement
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Title Then and Now: Professor Berle and the Unpredictable Shareholder Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI
Date September 2010
Serial No Law Working Paper No. 163/2010
Keywords The Modern Corporation and Private Property, Berle-Dodd debate, shareholder protection, shareholder empowerment, shareholder primacy, corporate governance, corporate theory, Enron, corporate scandals, global financial crisis, executive remuneration
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Elsewherepublished in Seattle University Law Review, Vol. 33, No. 4, pp. 1005-1023, 2010

Title Ratings Reform: The Good, The Bad, and The Ugly Back to Working Paper Index and Search
Author(s) John Coffee, Columbia Law School, American Academy of Arts & Sciences and ECGI
Date September 2010
Serial No Law Working Paper No. 162/2010
Keywords credit rating, Dodd-Frank Act, public good, European Commission
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Title Executive Compensation and Corporate Governance in Financial Firms: The Case for Convertible Equity-Based Pay Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date August 2010
Serial No Law Working Paper No. 161/2010
Keywords compensation mechanism, manager compensation, systemic risk, diversified shareholders, managerial shareholders, blockholders, risk-taking
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Title The Risks of Corporate Legal Principles of Risk Management Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Tilburg University, Ghent University and ECGI
Date June 2010
Serial No Law Working Paper No. 160/2010
Keywords risk management, internal control, corporate governance, corporate law, internal control, corporate practices, corporate reporting
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Title Uncertainty and the Financial Crisis Back to Working Paper Index and Search
Author(s) Alessio Pacces, Erasmus University Rotterdam and ECGI
Date June 2010
Serial No Law Working Paper No. 159/2010
Keywords Securitization, Liquidity, Maturity Transformation, Externalities, Shadow Banking, Ratings, Capital Adequacy, Corporate Governance of Banks
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Title Regulating Multinational Banks in Europe: An Assessment of the New Supervisory Framework Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa Law School and ECGI, Filippo Chiodini, University of Genoa Law School
Date May 2010
Serial No Law Working Paper No. 158/2010
Keywords multinational banks, cross-border banking, banking regulation, prudential supervision, corporate governance of banks, crisis management, systemic risk, financial crisis
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Title Tilting the Balance Between Capital and Labor? The Effects of Regulatory Arbitrage in European Corporate Law on Employees Back to Working Paper Index and Search
Author(s) Martin Gelter, Fordham University School of Law and ECGI
Date May 2010
Serial No Law Working Paper No. 157/2010
Keywords regulatory competition, codetermination, Centros, EU company law
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ElsewhereForthcoming in Fordham International Law Journal (2010)

Title Different Approaches to Corporate Reporting Regulation: How Jurisdictions Differ and Why Back to Working Paper Index and Search
Author(s) Christian Leuz, The University of Chicago Booth School of Business, Wharton Financial Institutions Center, NBER and ECGI
Date May 2010
Serial No Law Working Paper No. 156/2010
Keywords Accounting, Regulation, IFRS, U.S. GAAP, SEC, Standard setting, Mandatory disclosure, Political economy
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Winner of the 2011 Allen & Overy Law Prize (Best paper in the Law Working Paper series)
ElsewhereForthcoming in Accounting and Business Research (2010)

Title Auditors' Multi-Layered Liability Regime Back to Working Paper Index and Search
Author(s) Paolo Giudici, Free University of Bozen-Bolzano and ECGI
Date May 2010
Serial No Law Working Paper No. 155/2010
Keywords auditor liability, audit litigation, accountant, multiple principals, liability caps, contract, mandatory rules, default rules, pure economic loss, floodgate argument, tort
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Title The European Private Company (SPE): Uniformity, Flexibility, Competition and the Persistence of National Laws Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford
Date May 2010
Serial No Law Working Paper No. 154/2010
Keywords European Private Company (SPE), European Commmunity forms of incorporation, regulatory competition, freedom of association
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Title Bankruptcy's Financial Crisis Accelerator: The Derivatives Players' Priorities in Chapter 11 Back to Working Paper Index and Search
Author(s) Mark Roe, Harvard Law School and ECGI
Date April 2010
Serial No Law Working Paper No. 153/2010
Keywords bankruptcy, financial crisis, contagion, bank run, qualified financial contracts, derivatives, repos
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Title The Rising Tension between Shareholder and Director Power in the Common Law World Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI
Date April 2010
Serial No Law Working Paper No. 152/2010
Keywords corporate governance, comparative corporate governance, “law matters” hypothesis, shareholders, shareholder empowerment, institutional investors, directors, corporate charter amendment, appointment of directors, removal of directors, corporate prenuptial agreements, entrenchment mechanisms
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ElsewhereForthcoming (2010) Corporate Governance: An International Review (Wiley-Blackwell)

Title Is Delaware Losing Its Cases? Back to Working Paper Index and Search
Author(s) John Armour, Faculty of Law and Oxford-Man Institute for Quantitative Finance, Oxford University and ECGI, Bernard Black, School of Law and McCombs School of Business, University of Texas at Austin/Northwestern University Law School and Kellogg School of Management and ECGI, Brian Cheffins, Cambridge University Faculty of Law and ECGI
Date April 2010
Serial No Law Working Paper No. 151/2010
Keywords Delaware courts, corporate litigation, forum shopping
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Title System and Evolution in Corporate Governance Back to Working Paper Index and Search
Author(s) Simon Deakin, University of Cambridge and ECGI, Fabio Carvalho, Alvarez & Marsal Latin America
Date April 2010
Serial No Law Working Paper No. 150/2010
Keywords Corporate governance, legal evolution, systems theory, autopoeisis, memetics, default rules, fiduciary duties
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Title Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU Back to Working Paper Index and Search
Author(s) Ronald Gilson, Columbia Law School, Stanford Law School, Henry Hansmann, Yale Law School and ECGI, Mariana Pargendler, Yale Law School
Date April 2010
Serial No Law Working Paper No. 149/2010
Keywords Corporate Governance, Regulatory Dualism, Capital Market Reform
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Title Law and Financial Development: What We Are Learning from Time-Series Evidence Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford, Simon Deakin, University of Cambridge, Viviana Mollica, Queen Mary, University of London, Mathias Siems, University of East Anglia
Date March 2010
Serial No Law Working Paper No. 148/2010
Keywords legal origins, law and finance, comparative law, shareholder protection, creditor protection, time series analysis.
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ElsewhereForthcoming in the BYU Law Review

Title Empowering Shareholders in Directors' Elections: A Revolution in the Making Back to Working Paper Index and Search
Author(s) Marco Ventoruzzo, Bocconi University.
Date March 2010
Serial No Law Working Paper No. 147/2010
Keywords Unaccontable boards, shareholders’ democracy, proxy access, list voting, cumulative voting
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Title The Corporate Pyramid Fable Back to Working Paper Index and Search
Author(s) Steven Bank, UCLA School of Law, Brian Cheffins, University of Cambridge and ECGI
Date March 2010
Serial No Law Working Paper No. 146/2010
Keywords History of U.S. Corporate Structures, Publicly Traded Corporations, Public Utilities Holding Company Act of 1935
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Title Litigation Governance: Taking Accountability Seriously Back to Working Paper Index and Search
Author(s) John Coffee Jr., Columbia Law School, American Academy of Arts & Sciences and ECGI
Date February 2010
Serial No Law Working Paper No. 145/2010
Keywords Agency costs, aggregate litigation, American rule, class action, contingent fee, exit versus voice, entrepreneurial model, fee award, fee shifting, loser pays rule, opt-in, opt-out, plaintiff’s attorney, private attorney general, third party funding, voice
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Title Dispersed Ownership: the Theories, the Evidence, and the Enduring Tension Between 'Lumpers' and 'Splitters' Back to Working Paper Index and Search
Author(s) John Coffee Jr., Columbia Law School, American Academy of Arts & Sciences and ECGI
Date February 2010
Serial No Law Working Paper No. 144/2010
Keywords Bonding, concentrated ownership, corporate governance, dispersed ownership, institutional investor, investment bankers, liquidity/control tradeoff, merger wave, self-regulation, stock exchanges
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Title Subverting Shareholder Rights: Lessons from News Corp.'s Migration to Delaware Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI
Date March 2010
Serial No Law Working Paper No. 143/2010
Keywords Corporate governance, comparative corporate governance, News Corporation, Rupert Murdoch, institutional investors, shareholder activism, shareholder empowerment, poison pills, entrenchment mechanisms
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Elsewherepublished in Vanderbilt Law Review, Vol. 63, 2010, 1-51

Title New Trends in the Regulation of Executive Remuneration Back to Working Paper Index and Search
Author(s) Jennifer Hill, University of Sydney, Vanderbilt University and ECGI
Date March 2010
Serial No Law Working Paper No. 142/2010
Keywords Executive Compensation, Remuneration, Shareholders, Directors, Disclosure, Directors’ Duties, Comparative Corporate Governance, Corporate Scandals, Global Financial Crisis, Regulation
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Elsewherepublished in DIRECTORS IN TROUBLED TIMES, pp. 100-123, R. P. Austin and A. Y. Bilski, eds., Ross Parsons Centre of Commercial, Corporate and Taxation Law, 2009

Title The Takeover Directive as a Protectionist Tool? Back to Working Paper Index and Search
Author(s) Paul Davies, University of Oxford and ECGI, Edmund-Philipp Schuster, London School of Economics and Political Science, Emilie van de Walle de Ghelcke, Freshfields Bruckhaus Deringer LLP
Date March 2010
Serial No Law Working Paper No. 141/2010
Keywords European Takeover Directive, board neutrality rule, reciprocity in takeovers, takeover defences, poison pill, ownership structure, contestability of corporate control
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Title The European Company Law Action Plan Revisited: An Introduction Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute of Foreign Private and Private International Law and ECGI
Date February 2010
Serial No Law Working Paper No. 140/2010
Keywords European Company Law Action Plan, legal capital, corporate governance, one share/one vote, financial reporting, corporate mobility, regulatory strategies, enforcement
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Title A Simple Theory of Takeover Regulation in the United States and Europe Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa Law School and ECGI, Geoffrey Miller, New York University Law School
Date January 2010
Serial No Law Working Paper No. 139/2010
Keywords European Takeovers, Hostile Bids, Takeover Defences, Takeover Directive, Breakthrough Rule, Neutrality Rule, Reciprocity
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Title A Contractual Approach to Discipline Self-Dealing by Controlling Shareholders Back to Working Paper Index and Search
Author(s) María Gutiérrez Urtiaga, Universidad Carlos III and ECGI, María Isabel Saez, Universidad Autónoma de Madrid
Date January 2015
Serial No Law Working Paper No. 138/2010
Keywords Self-dealing, Minority Expropriation, Private Benefits, Corporate Governance, Corporate Law
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Title Freeze-Outs: Transcontinental Analysis and Reform Proposals Back to Working Paper Index and Search
Author(s) Marco Ventoruzzo, Bocconi University, PSU Dickinson School of Law and ECGI
Date November 2009
Serial No Law Working Paper No. 137/2009
Keywords freeze-out, squeeze-out, going private, tender offer, merger, takeover, minority protection
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Title The Rise and Fall (?) of Shareholder Activism by Hedge Funds Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI, Brian Cheffins, University of Cambridge and ECGI
Date September 2009
Serial No Law Working Paper No. 136/2009
Keywords Shareholder activism, hedge funds, financial crisis.
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Title Agency Problems, Legal Strategies and Enforcement Back to Working Paper Index and Search
Author(s) John Armour, Oxford University and ECGI, Henry Hansmann, Yale Law School and ECGI, Reinier Kraakman, Harvard Law School and ECGI
Date November 2009
Serial No Law Working Paper No. 135/2009
Keywords Agency, agency cost, agency problem, appointment rights, decision rights, control rights, regulation, corporate governance, equal treatment, trustee, mandatory disclosure, enforcement, private enforcement, public enforcement, gatekeeper control
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CommentThis article is the second chapter of the second edition of The Anatomy of Corporate Law: A Comparative and Functional Approach,” by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda and Edward Rock (Oxford University Press 2009).

Title The Essential Elements of Corporate Law Back to Working Paper Index and Search
Author(s) John Armour, Oxford University and ECGI, Henry Hansmann, Yale Law School and ECGI, Reinier Kraakman, Harvard Law School and ECGI
Date November 2009
Serial No Law Working Paper No. 134/2009
Keywords Corporation, agency problem, corporate law, corporate regulation, corporate governance, securities law, limited liability, regulatory competition, mandatory rules, comparative corporate law, evolution of corporate law
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CommentThis article is the first chapter of the second edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda and Edward Rock (Oxford University Press, 2009).

Title Locating Innovation: The Endogeneity of Technology, Organizational Structure and Financial Contracting Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford law School, Columbia Law School and ECGI
Date August 2009
Serial No Law Working Paper No. 133/2009
Keywords corporate governance, financial contracting, organizational structure, innovation, location of innovation
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Title Conflict Resolution and the Role of Courts: An Empirical Study Back to Working Paper Index and Search
Author(s) Joseph McCahery, University of Amsterdam, Tilburg University and ECGI, Erik Vermeulen, Tilburg University, Philips International B.V.
Date August 2009
Serial No Law Working Paper No. 132/2009
Keywords legal procedure, private enforcement, corporate law, derivative actions
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Title Control Matters: Law and Economics of Private Benefits of Control Back to Working Paper Index and Search
Author(s) Alessio Pacces, Erasmus University Rotterdam and ECGI
Date August 2009
Serial No Law Working Paper No. 131/2009
Keywords entrepreneurship, firm-specific investments, incomplete contracts, distribution of powers, private benefits of control, entrenchment, ownership structure, friendly takeovers, control premium, severance payments
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Title Corporate Governance of Banks after the Financial Crisis - Theory, Evidence, Reforms Back to Working Paper Index and Search
Author(s) Peter Muelbert, University of Mainz and ECGI
Date August 2009. Updated version : April 2010
Serial No Law Working Paper No. 130/2009
Keywords banks, corporate governance, banking regulation, banking supervision, deposit insurance, financial crisis
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CommentPresented at the EU Presidency Conference 'The Governance and Regulation of Financial Institutions: Lessons from the Crisis' in Madrid 16th June 2010

Title How Do Legal Rules Evolve? Evidence From a Cross-Country Comparison of Shareholder, Creditor and Worker Protection Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford, Oxford-Man Institute of Quantitative Finance and ECGI, Simon Deakin, University of Cambridge and ECGI, Priya Lele, Ashurst LLP and University of Cambridge, Mathias Siems, University of East Anglia (UEA) and University of Cambridge
Date July 2009
Serial No Law Working Paper No. 129/2009
Keywords legal origin, corporate governance, company law, insolvency law, labour law
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Winner of the 2010 Allen & Overy Law Prize (Best paper in the Law Working Paper series)

Title Corporate Governance, Corporate and Employment Law, and the Costs of Expropriation Back to Working Paper Index and Search
Author(s) Giulio Ecchia, University of Bologna, Martin Gelter, WU Vienna University of Economics and Business, and ECGI, Piero Pasotti, University of Bologna
Date July 2009
Serial No Law Working Paper No. 128/2009
Keywords corporate governance, ownership structure, corporate law, employment law, minority shareholders, holdup problem, stakeholders, labor
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Title The Societas Europaea: Good News for European Firms Back to Working Paper Index and Search
Author(s) Horst Eidenmüller, University of Munich and ECGI, Andreas Engert, Ludwig Maximilians University of Munich, Lars Hornuf, Ludwig Maximilians University of Munich
Date July 2009
Serial No Law Working Paper No. 127/2009
Keywords event study, Societas Europaea, European Company, EC company law, incorporation, charter competition, regulatory competition, legal arbitrage
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Title Understanding Directors' Pay in Europe: A Comparative and Empirical Analysis Back to Working Paper Index and Search
Author(s) Guido Ferrarini, Università degli Studi di Genova and ECGI, Niamh Moloney, London School of Economics and ECGI, Maria-Cristina Ungureanu, Università degli Studi di Genova and ECGI
Date June 2009
Serial No Law Working Paper No. 126/2009
Keywords Directors’ remuneration, corporate governance, disclosure, European regulation
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Title The Board of Nonprofit Organizations: Some Corporate Governance Thoughts from Europe Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute and ECGI
Date April 2009
Serial No Law Working Paper No. 125/2009
Keywords Audit, board, business judgment rule, Comparative nonprofit law, corporate governance, deficit of control, independence of directors, labor codetermination, moni-toring, nonprofit organization, one-tier/two-tier board, professionalization, remuneration, standard of conduct.
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Title Did Corporate Governance 'Fail' During the 2008 Stock Market Meltdown? The Case of the S&P 500 Back to Working Paper Index and Search
Author(s) Brian Cheffins, University of Cambridge and ECGI
Date May 2009
Serial No Law Working Paper No. 124/2009
Keywords corporate governance, financial crisis, board of directors, executive pay, shareholder rights
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Title Modernizing Italy's Corporate Governance Institutions: Mission Accomplished? Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Bologna, Consob and ECGI
Date May 2009
Serial No Law Working Paper No. 123/2009
Keywords Corporate Governance Reform, Italian Corporate Law, Regulatory Competition, Minority shareholders, Private Enforcement, Public Enforcement, LLSV, Self-Dealing
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Title Risk Management in European and American Corporate Law Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, Tilburg University, Ghent University and ECGI, Marijn van Daelen, Tilburg University
Date April 2009
Serial No Law Working Paper No. 122/2009
Keywords risk management, corporate law, internal control, COSO, SOX, corporate governance, EU corporate law
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Title Is Berle and Means Really a Myth? Back to Working Paper Index and Search
Author(s) Brian Cheffins, Faculty of Law, University of Cambridge and ECGI, Steven Bank, U.C.L.A. School of Law
Date March 2009
Serial No Law Working Paper No. 121/2009
Keywords Berle-Means, ownership, control of U.S. public companies
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Title Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US Back to Working Paper Index and Search
Author(s) John Armour, Faculty of Law and Oxford-Man Institute for Quantitative Finance, Oxford University and ECGI, Bernard Black, School of Law and McCombs School of Business, University of Texas at Austin and ECGI, Brian Cheffins, Cambridge University Faculty of Law and ECGI, Richard Nolan, Cambridge University Faculty of Law
Date February 2009
Serial No Law Working Paper No. 120/2009
Keywords Private enforcement, corporate law, derivative actions, public enforcement, comparative corporate law
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Title Firm-Level Corporate Governance in Emerging Markets: A Case Study of India Back to Working Paper Index and Search
Author(s) Bala Balasubramanian, Indian Institute of Management, Bangalore, Bernard Black, University of Texas at Austin and ECGI, Vikramaditya Khanna, University of Michigan
Date July 2009
Serial No Law Working Paper No. 119/2009
Keywords India, securities law, corporate governance, Clause 49
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Title Contracting for Innovation: Vertical Disintegration and Interfirm Collaboration Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Charles Sabel, Columbia Law School, Robert Scott, Columbia Law School
Date January 2009
Serial No Law Working Paper No. 118/2009
Keywords vertical integration, contracting, switching costs, innovation
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Title 'Say on Pay': Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date January 2009
Serial No Law Working Paper No. 117/2009
Keywords Executive compensation, corporate governance, shareholder voting
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Title Embattled CEOs Back to Working Paper Index and Search
Author(s) Marcel Kahan, New York University School of Law, Edward Rock, University of Pennsylvania
Date December 2008
Serial No Law Working Paper No. 116/2009
Keywords Public corporations, chief executive officers, CEO power, boards of directors, shareholder activism, corporate governance rules, executive compensation, regulatory backlash, shareholder initiatives
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Title Limits of Private Sector Solutions for Banks: Recent UK Rights Issues Back to Working Paper Index and Search
Author(s) Eilis Ferran, University of Cambridge, Smith LLP and ECGI
Date October 2008
Serial No Law Working Paper No. 115/2008
Keywords banks, financial re-structuring, rights issues, pre-emption rights, disclosure
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Title The Belgian struggle for corporate governance improvements Back to Working Paper Index and Search
Author(s) Christoph Van Der Elst, University of Tilburg, Ghent University and ECGI
Date September 2008
Serial No Law Working Paper No. 114/2008
Keywords corporate governance, governance code, Belgium, comply and explain, governance and performance
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Title Does Private Equity Create Wealth? Back to Working Paper Index and Search
Author(s) Ronald Masulis, Owen Graduate School of Management, Vanderbilt University, Randall Thomas, Vanderbilt Law School, Vanderbilt University
Date August 2008
Serial No Law Working Paper No. 113/2008
Keywords private equity, corporate governance, contracts, trading, public corporations, subprime
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Title Securities Laws, Disclosure, and National Capital Markets in the Age of Financial Globalization Back to Working Paper Index and Search
Author(s) René Stulz, The Ohio State University, NBER, and ECGI.
Date October 2005
Serial No Law Working Paper No. 112/2008
Keywords securities laws, mandatory disclosure, agency costs, financial globalization, cross-listing.
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Title Regulatory Show and Tell: Lessons from International Statutory Regimes Back to Working Paper Index and Search
Author(s) Jennifer Hill, Sydney Law School, Vanderbilt University and ECGI
Date July 2008
Serial No Law Working Paper No. 111/2008
Keywords corporate governance, comparative corporate governance, “law matters” debate, competition for corporate charters, shareholders, shareholder empowerment, shareholder rights, News Corporation
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Title The Shifting Balance of Power between Shareholders and the Board: News Corp's Exodus to Delaware and Other Antipodean Tales Back to Working Paper Index and Search
Author(s) Jennifer Hill, Sydney Law School, Vanderbilt University and ECGI
Date July 2008
Serial No Law Working Paper No. 110/2008
Keywords corporate governance, comparative corporate governance, News Corporation, Liberty Media, Rupert Murdoch, John Malone, institutional investors, shareholders, shareholder empowerment, managers, directors, boards, stakeholders, corporate charters, charter amendments, shareholder meetings, mergers
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Title Civil Liability and Mandatory Disclosure Back to Working Paper Index and Search
Author(s) Merritt Fox, Columbia University and ECGI
Date October 2008
Serial No Law Working Paper No. 109/2008
Keywords mandatory disclosure, securities law enforcement, securities litigation, securities class actions, fraud on the market suits
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ElsewhereForthcoming in the Columbia Law Review

Title Shareholder Protection and Stock Market Development: An Empirical Test of the Legal Origins Hypothesis Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI, Simon Deakin, University of Cambridge and ECGI, Prabirjit Sarkar, Jadavpur University, Mathias Siems, University of East Anglia, Ajit Singh, University of Cambridge
Date May 2008
Serial No Law Working Paper No. 108/2008
Keywords Law and finance, shareholder rights, shareholder protection, corporate governance, corporate finance, legal origins, comparative law, comparative economics.
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Winner of the 2009 ECGI Law Prize (Best paper in the Law series)

Title Law, Finance, and Politics: The Case of India Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford - Faculty of Law and ECGI, Priya Lele, Ashurst LLP; University of Cambridge - CBR
Date April 2008
Serial No Law Working Paper No. 107/2008
Keywords India, Law and Finance, Investor Protection, Economic structure and financial structure
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Title Enforcement Strategies in UK Corporate Governance: A Roadmap and Empirical Assessment Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI
Date May 2008
Serial No Law Working Paper No. 106/2008
Keywords Corporate law, public enforcement, private enforcement, UK corporate governance, derivative action, institutional investors.
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Title Bankruptcy Law and Entrepreneurship Back to Working Paper Index and Search
Author(s) John Armour, University of Oxford and ECGI, Douglas Cumming, York University
Date May 2008
Serial No Law Working Paper No. 105/2008
Keywords Personal Bankruptcy Law, Entrepreneurship
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Title Shareholder Mobility in Five European Countries Back to Working Paper Index and Search
Author(s) Christoph Van der Elst, CCL and Tilec - Tilburg University, Financial Law Institute - Ghent University and ECGI
Date April 2008
Serial No Law Working Paper No. 104/2008
Keywords corporate governance, ownership, ownership concentration, ownership structure, company and securities law, shareholders, shareholder protection
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Title Comparative Analysis on Legal Regulation of the Liability of Members of the Management organs of Companies Back to Working Paper Index and Search
Author(s) Bernard Black, University of Texas at Austin School of Law and ECGI, Brian Cheffins, University of Cambridge and ECGI, Martin Gelter, Vienna University of Economics and Business Administration and ECGI, Hwa-Jin Kim, Seoul National University College of Law, Richard Nolan, University of Cambridge, Mathias Siems, University of Edinburgh, Linia Prava, Linia Prava Law Firm.
Date February 2008
Serial No Law Working Paper No. 103/2008
Keywords Russia, company law, liability of directors and officers
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Title Disintegrating the Regulation of the Business Corporation as a Nexus of Contracts: Regulatory Competition vs. Unification of Law Back to Working Paper Index and Search
Author(s) Stefano Lombardo, Free University of Bolzano and ECGI, Piero Pasotti, University of Bologna and University of Siena
Date March 2008
Serial No Law Working Paper No. 102/2008
Keywords corporate governance, regulatory competition, forum shopping, unification of law, theory of the firm, agency costs, corporate law, securities regulation, bankruptcy law, choice of law.
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Title Non-Enforcement Led Public Oversight of Financial and Corporate Governance Disclosures and of Auditors Back to Working Paper Index and Search
Author(s) Kathryn Cearns, Herbert Smith LLP, Eilís Ferran, University of Cambridge and ECGI
Date March 2008
Serial No Law Working Paper No. 101/2008
Keywords companies, capital markets, financial disclosures, audit, public oversight; enforcement
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Title Hedge Fund Activism in the Enforcement of Bondholder Rights Back to Working Paper Index and Search
Author(s) Marcel Kahan, New York University, Edward Rock, University of Pennsylvania Law School
Date March 2008
Serial No Law Working Paper No. 100/2008
Keywords Banking and Finance, Contracts, Corporations, Economics, Law and Economics, Hedge funds, bondholders, contractual rights, acceleration remedy, defeasance option, make-whole premium
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Title There are Plaintiffs and . . . There are Plaintiffs: An Empirical Analysis of Securities Class Action Settlements Back to Working Paper Index and Search
Author(s) James Cox, Duke University School of Law, Randall Thomas, Vanderbilt University Law School, Lynn Bai, University of Cincinnati College of Law
Date March 2008
Serial No Law Working Paper No. 099/2008
Keywords plaintiffs, securities, empirical class actions
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Title The Returns to Hedge Fund Activism Back to Working Paper Index and Search
Author(s) Alon Brav, Duke University, Wei Jiang, Columbia University, Frank Partnoy, University of San Diego, Randall Thomas, Vanderbilt University
Date March 2008
Serial No Law Working Paper No. 098/2008
Keywords Hedge Fund, Activism, Governance
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Title The European Model Company Law Act Project Back to Working Paper Index and Search
Author(s) Theodor Baums, J.W. Goethe University, Frankfurt/Main and ECGI, Paul Krüger Andersen, University of Aarhus.
Date March 2008
Serial No Law Working Paper No. 097/2008
Keywords European company law; regulatory competition; tools of regulation in the area of company law; comparative company law; European Model Company Law Act
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Title The Dark Side of Shareholder Influence: Toward a Holdup Theory Of Stakeholders in Comparative Corporate Governance Back to Working Paper Index and Search
Author(s) Martin Gelter, Vienna University of Economics and Business Administration and ECGI
Date February 2008
Serial No Law Working Paper No. 096/2008
Keywords comparative corporate governance, stakeholders, holdup, managerial autonomy, codetermination, employment law
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Title Sovereign Wealth Funds and Corporate Governance: A Minimalist Response to the New Mercantilism Back to Working Paper Index and Search
Author(s) Ronald Gilson, Columbia Law School, Stanford Law School and ECGI and Curtis Milhaupt, Columbia Law School
Date February 2008
Serial No Law Working Paper No. 095/2008
Keywords sovereign wealth funds, voting rights, strategic investment, foreign investment and corporate governance
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Title Private Law Enforcement in a Formalist Legal Environment: The Italian Sai-Fondiaria Case Back to Working Paper Index and Search
Author(s) Paolo Giudici, Free University of Bozen, Bolzano and ECGI
Date February 2008
Serial No Law Working Paper No. 094/2008
Keywords deterrence, private enforcement, public enforcement, mandatory bid rules, takeover regulation, compensation, law & economics, investor protection, securities regulation, directors liability, financial scandals, minority shareholders, Italy, interpretive theories, jurisprudence, legal discourse, litigation, courts, civil damages, contract law, tort law, Sai, Fondiaria, Mediobanca, Consob.
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Title Shareholder Initiative: An Informal Social Choice and Game Theoretic Approach Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date February 2008
Serial No Law Working Paper No. 093/2008
Keywords Shareholder voting, Delegation, Management, Cycling, Shareholder Opportunism
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ElsewherePublished in Cincinnati Law Review, Vol 60, 1991

Title Proxy Contests in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date February 2008
Serial No Law Working Paper No. 092/2008
Keywords corporate governance, institutional investor, proxy contests, shareholders, directors, corporate reform, Securities Exchange Commission, e-proxy
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ElsewhereForthcoming 2008 Vanderbilt Law Review Symposium

Title How Does Corporate Mobility Affect Lawmaking? A Comparative Analysis Back to Working Paper Index and Search
Author(s) William Bratton, Georgetown University Law Center and ECGI, Joseph McCahery, University of Amsterdam, Tilburg University and ECGI, Erik Vermeulen, Tilburg University, Philips International B.V.
Date January 2008
Serial No Law Working Paper No. 091/2008
Keywords corporate mobility, costs of regulation, regulatory competition
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Title Issuer Choice in Europe Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Bologna, Consob Commissioner and ECGI, Tobias Tröger, University of Tübingen
Date October 2007
Serial No Law Working Paper No. 090/2007
Keywords securities laws, securities regulation, harmonization, conflict of laws, corporate law, corporate governance, regulatory competition, legal arbitrage, issuer choice, Financial Services Action Plan
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Title The Promise and Peril of Corporate Governance Indices Back to Working Paper Index and Search
Author(s) Sanjai Bhagat, University of Colorado at Boulder, Leeds School of Business, Brian Bolton, University of New Hampshire, Whittemore School of Business & Economics, Roberta Romano, Yale Law School, NBER
Date October 2007
Serial No Law Working Paper No. 089/2007
Keywords corporate governance, corporate performance, governance indices
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Winner of the 2008 De Brauw Blackstone Westbroek Law Prize (Best paper in the Law series)

Title Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy Back to Working Paper Index and Search
Author(s) Pierre-Henri Conac, University of Luxembourg, Luca Enriques, University of Bologna and Consob Commissioner, Martin Gelter, Vienna University of Economics and Business Administration
Date October 2007
Serial No Law Working Paper No. 088/2007
Keywords self-dealing, large shareholders, controlling shareholders, tunneling, fiduciary duties, concealed distributions, shareholder litigation, nullification suits, stock dilution, corporate law enforcement
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Title Japan's Paradoxical Response to the New 'Global Standard' in Corporate Governance Back to Working Paper Index and Search
Author(s) John Buchanan, University of Cambridge - Centre for Business Research (CBR) and Simon Deakin, University of Cambridge - Centre for Business Research and ECGI
Date August 2007
Serial No Law Working Paper No. 087/2007
Keywords Japan, corporate governance, corporate control, external monitoring, Japanese model of the corporation
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Title Deconstructing Equity: Public Ownership, Agency Costs, and Complete Capital Markets Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI, Charles Whitehead, Boston University School of Law
Date June 2007
Serial No Law Working Paper No. 086/2007
Keywords agency costs, capital markets, corporate governance, derivatives, LBO, private equity, risk, risk management
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Title Rewarding Outside Directors Back to Working Paper Index and Search
Author(s) Assaf Hamdani, Bar Ilan University, Reinier Kraakman, Harvard Law School and ECGI
Date June 2007
Serial No Law Working Paper No. 085/2007
Keywords independent directors, liability, gatekeepers
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Title Regulation of Private Equity - Backed Leveraged Buyout Activity in Europe Back to Working Paper Index and Search
Author(s) Eilís Ferran, University of Cambridge and ECGI
Date May 2007
Serial No Law Working Paper No. 084/2007
Keywords leveraged buyouts, European company and securities law, action plans, financial assistance
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Title Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation Back to Working Paper Index and Search
Author(s) Martijn Cremers, Yale School of Management, Roberta Romano, Yale Law School, NBER and ECGI
Date April 2007
Serial No Law Working Paper No. 083/2007
Keywords mutual funds, proxy voting, corporate governance
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Title The Eclipse of Private Equity Back to Working Paper Index and Search
Author(s) Brian Cheffins, Cambridge University and ECGI, John Armour, Cambridge University and ECGI
Date April 2007
Serial No Law Working Paper No. 082/2007
Keywords private equity, buyouts, public-to-private transactions, debt markets, regulation, corporate governance
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Title European Company Law beyond the 2003 Action Plan Back to Working Paper Index and Search
Author(s) Theodor Baums, Institute for Law and Finance, Johann Wolfgang Goethe-Universität Frankfurt and ECGI
Date March 2007
Serial No Law Working Paper No. 081/2007
Keywords European company law, action plan, corporate governance, simplification, harmonization, European organisational forms
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Title Hedge Funds and Governance Targets Back to Working Paper Index and Search
Author(s) William Bratton, Georgetown University Law Center and ECGI
Date February 2007
Serial No Law Working Paper No. 080/2007
Keywords corporate governance, corporations, dividends, hedge funds, proxy voting, shareholder activism, securities regulation
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Title Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI
Date January 2007
Serial No Law Working Paper No. 079/2007
Keywords controlling shareholders, family ownership, developing countries
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Title Optional Rather than Mandatory EU Company Law: Framework and Specific Proposals Back to Working Paper Index and Search
Author(s) Gerard Hertig, ETH Zurich and ECGI, and Joseph McCahery, University of Amsterdam Business School, Faculty of Law, Tilburg University and ECGI
Date January 2007
Serial No Law Working Paper No. 078/2007
Keywords company law, default rule, harmonization, legal options, menu provisions, opt-in, opt-out, regulatory competition
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Title Comparative Company Law Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Private Law and ECGI
Date December 2006
Serial No Law Working Paper No. 077/2006
Keywords capital market law, code movement, Company Law Action Plan, comparative law, corporate governance, enforcement, European company law, European Court of Justice, groups of companies, harmonization, investor protection, Konzernrecht, legal families, principal-agent, regulatory competition, self-regulation, U.S. securities regulation
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CommentPublished in Mathias Reimann, Reinhard Zimmermann, eds., The Oxford Handbook of Comparative Law Oxford 2006, p. 1161-1191.

Title Hedge Funds in Corporate Governance and Corporate Control Back to Working Paper Index and Search
Author(s) Marcel Kahan, School of Law, New York University and Edward Rock, School of Law, University of Pennsylvania
Date July 2006
Serial No Law Working Paper No. 076/2006
Keywords Corporations, Organizations, Hedge-Fund Activism, Corporate Governance, Hedge Funds, Securities Regulation, Short-Term Payoff
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Winner of the 2007 De Brauw Blackstone Westbroek Law Prize (Best paper in the Law series)

Title The New Company Law - What Matters in an Innovative Economy? Back to Working Paper Index and Search
Author(s) Joseph McCahery, University of Amsterdam and ECGI, Erik Vermeulen, University of Tilburg, Masato Hisatake, Research Institute of Economy Trade and Industry, and Jun Saito, Nikon Corporation
Date September 2006
Serial No Law Working Paper No. 075/2006
Keywords New Company Law, Innovation, Contracts, Incomplete Law, Corporate Taxation
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Title The Rise of Independent Directors in the United States, 1950-2005: of Shareholder Value and Stock Market Prices Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and ECGI
Date August 2006
Serial No Law Working Paper No. 074/2006
Keywords Corporate Governance, Independent Directors, Shareholder Value , Managers, Boards, Shareholders, Stakeholders, Managerialism, Takeovers, Mandatory Disclosure, Enron.
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Winner of the 2007 Egon Zehnder International Prize (Best paper on company boards and their role in corporate governance)

Title Who Writes the Rules for Hostile Takeovers, and Why? - The Peculiar Divergence of US and UK Takeover Regulation Back to Working Paper Index and Search
Author(s) John Armour, Faculty of Law and Centre for Business Research (CBR), University of Cambridge and David Skeel, School of Law, University of Pennsylvania
Date September 2006
Serial No Law Working Paper No. 073/2006
Keywords hostile takeovers, history of corporate law, comparative corporate law, self-regulation, institutional investors, evolution of law, Anglo-American corporate governance
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Title Labour Regulation, Corporate Governance and Legal Origin: A Case of Institutional Complementarity? Back to Working Paper Index and Search
Author(s) Beth Ahlering, PA Consulting Group and Simon Deakin, Centre for Business Research(CBR), University of Cambridge and ECGI
Date October 2005
Serial No Law Working Paper No. 072/2006
Keywords Legal origin, complementarities, legal cultures, labour law, corporate governance
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Title Outside Director Liability Across Countries Back to Working Paper Index and Search
Author(s) Brian Cheffins, Faculty of Law, University of Cambridge and ECGI, and Bernard Black, School of Law, University of Texas at Austin, McCombs School of Business and ECGI
Date May 2006
Serial No Law Working Paper No. 071/2006
Keywords outside directors, director liability, corporate law, securities law, indemnification, D&O insurance, derivative suits, securities class actions
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Title Where Do Firms Incorporate? Deregulation and the Cost of Entry Back to Working Paper Index and Search
Author(s) Marco Becht, ECARES and ECGI, Colin Mayer, Said Business School, University of Oxford, CEPR and ECGI, and Hannes Wagner, London Business School and and University of Munich
Date Revised August 2007
Serial No Law Working Paper No. 070/2006
Keywords Incorporation, costs of regulation, regulatory competition
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CommentThis Working Paper is based upon a draft prepared for the Sloan Project on Business Institutions/Anton Philips Fund Conference on International Markets and Corporate Governance (Washington DC, October 2005) organised by Georgetown University Law Center and Tilburg University Faculty of Law.

Title Dividends as a Substitute for Corporate Law: The Separation of Ownership and Control in the United Kingdom Back to Working Paper Index and Search
Author(s) Brian Cheffins, Faculty of Law, University of Cambridge and ECGI
Date May 2006
Serial No Law Working Paper No. 069/2006
Keywords corporate law, securities law, corporate ownership, dividend policy, shareholder protection, ownership and control
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Title Outside Director Liability Back to Working Paper Index and Search
Author(s) Bernard Black, School of Law, University of Texas at Austin, McCombs School of Business and ECGI, Brian Cheffins, Faculty of Law, University of Cambridge and ECGI, and Michael Klausner, Stanford Law School
Date May 2006
Serial No Law Working Paper No. 068/2006
Keywords outside directors, corporate law, securities law, indemnification, D&O insurance
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Title On the Insignificance and/or Endogeneity of La Porta et al.'s 'Anti-Director Rights Index' under Consistent Coding Back to Working Paper Index and Search
Author(s) Holger Spamann, Harvard Law School,Harvard University
Date March 2006
Serial No Law Working Paper No. 067/2006
Keywords
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Title Corporation and Contract Back to Working Paper Index and Search
Author(s) Henry Hansmann, Yale Law School and ECGI
Date March 2006
Serial No Law Working Paper No. 066/2006
Keywords
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Title Corporate Governance and Innovation - Venture Capital, Joint Ventures, and Family Businesses Back to Working Paper Index and Search
Author(s) Joseph McCahery, Amsterdam Center for Law and Economics, University of Amsterdam and ECGI, and Erik Vermeulen, Department of Business Law - Center for Company Law, Tilburg University
Date March 2006
Serial No Law Working Paper No. 065/2006
Keywords corporate governance, innovation, best governance practices, non-listed companies, joint ventures, family-owned businesses, venture capital, company law
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Title Empty Voting and Hidden Ownership: Taxonomy, Implications, and Reforms Back to Working Paper Index and Search
Author(s) Henry Hu, University of Texas Law School and Bernard Black, University of Texas at Austin - School of Law, McCombs School of Business, University of Texas at Austin and ECGI
Date updated April 2006
Serial No Law Working Paper No. 064/2006
Keywords bank regulation, banking, corporate governance, derivative, disclosure, dual class stock, equity swap, financial innovation, hedge fund, hedging, insider, Mylan Laboratories, Perry Corp., Securities and Exchange Commission, securities regulation, shareholder, takeover, voting
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Title How the Old World Encountered the New One: Regulatory Competition and Cooperation in European Corporate and Bankruptcy Law Back to Working Paper Index and Search
Author(s) Luca Enriques, Faculty of Law, University of Bologna and ECGI and Martin Gelter, Department of Private Law, Vienna University of Economics and Business Administration and Harvard Law School
Date February 2006
Serial No Law Working Paper No. 063/2006
Keywords Bankruptcy, Centros case, company law, corporate law, creditor protection, European Insolvency Regulation, European Union, European Community, forum shopping, insolvency, regulatory competition, Harmonization
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Title Understanding Dura Back to Working Paper Index and Search
Author(s) Merritt Fox, Columbia Law School, Columbia University and ECGI
Date August 2005
Serial No Law Working Paper No. 062/2006
Keywords
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CommentThis Working Paper is based upon a draft prepared for the Sloan Project on Business Institutions/Anton Philips Fund Conference on International Markets and Corporate Governance (Washington DC, October 2005) organised by Georgetown University Law Center and Tilburg University Faculty of Law.

Title Private Litigation to Enforce Fiduciary Duties in Mutual Funds: Derivative Suits, Disinterested Directors and the Ideology of Investor Sovereignty Back to Working Paper Index and Search
Author(s) Donald Langevoort, Georgetown University Law Center
Date February 2006
Serial No Law Working Paper No. 061/2006
Keywords Mutual fund scandals, compensation, fiduciary responsibility, derivative actions
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CommentThis Working Paper is based upon a draft prepared for the Sloan Project on Business Institutions/Anton Philips Fund Conference on International Markets and Corporate Governance (Washington DC, October 2005) organised by Georgetown University Law Center and Tilburg University Faculty of Law.

Title A Synthetic View of Different Concepts of Creditor Protection - Or: A High-Level Framework for Corporate Creditor Protection Back to Working Paper Index and Search
Author(s) Peter Muelbert, Center for German and International Law of Financial Services and Faculty, University of Mainz and ECGI
Date October 2005
Serial No Law Working Paper No. 060/2006
Keywords High Level group, creditor protection, limited liability, financial covenants, legal capital, minimum capital requirement, capital maintenance, undercapitalization, wrongful trading, equitable subordination, recharacterization
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Title Outside Director Liability: A Policy Analysis Back to Working Paper Index and Search
Author(s) Bernard Black, School of Law, University of Texas at Austin, Red McCombs School of Business and ECGI, Brian Cheffins, Faculty of Law, University of Cambridge and ECGI, and Michael Klausner, Stanford Law School
Date February 2006
Serial No Law Working Paper No. 059/2006
Keywords outside directors, liability, corporate governance
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Title One Share - One Vote: A European Rule? Back to Working Paper Index and Search
Author(s) Guido Ferrarini, Law School, University of Genoa and ECGI
Date January 2006
Serial No Law Working Paper No. 058/2006
Keywords one share-one vote, corporate voting, non-voting shares, multiple-voting shares, golden shares, European Takeover Directive, break-through rule
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Title Law and the Rise of the Firm Back to Working Paper Index and Search
Author(s) Henry Hansmann, Yale Law School and ECGI, Reinier Kraakman, Harvard Law School, and Richard Squire, Yale University Law School
Date December 2005
Serial No Law Working Paper No. 057/2006
Keywords Corporations, Partnerships, Companies, History of the Firm, Entity Shielding, Limited Liability, Legal Entities, Bankruptcy
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Title Hedge Funds, Insiders, and Empty Voting: Decoupling of Economic and Voting Ownership in Public Companies Back to Working Paper Index and Search
Author(s) Bernard Black, School of Law and Red McCombs School of Business, University of Texas at Austin and ECGI, and T. C. Hu, University of Texas Law School
Date updated March 2006
Serial No Law Working Paper No. 056/2006
Keywords bank regulation, banking, corporate control, corporate governance, derivative, disclosure, dual class stock, equity swap, financial innovation, hedge fund, hedging, insider, option, Securities and Exchange Commission, securities regulation, shareholder, takeover, voting
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Title Corporate Disclosure in a Competitive Environment - The ECJ's Axel Springer Case and the Quest for a European Framework for Mandatory Disclosure Back to Working Paper Index and Search
Author(s) Wolfgang Schoen,Max Planck Institute of Intellectual Property, Competition and Tax Law, Max Planck Society for the Advancement of the Sciences
Date February 2006
Serial No Law Working Paper No. 055/2006
Keywords European company law, competitive costs, capital and product markets, disclosure, innovative data, predatory pricing, mutual information, financial markets, mandatory disclosure, closely-held companies
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CommentThis Working Paper is based upon a draft prepared for the Sloan Project on Business Institutions/Anton Philips Fund Conference on International Markets and Corporate Governance (Washington DC, October 2005) organised by Georgetown University Law Center and Tilburg University Faculty of Law.

Title Who Should Make Corporate Law? EC Legislation versus Regulatory Competition Back to Working Paper Index and Search
Author(s) John Armour, Faculty of Law, University of Cambridge; Centre for Business Research, University of Cambridge
Date June 2005
Serial No Law Working Paper No. 054/2005
Keywords European Law, Company Law, regulatory competition, corporate insolvency, Centros, Inspire Art
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Title Company Law Harmonization Reconsidered: What Role for the EC? Back to Working Paper Index and Search
Author(s) Luca Enriques, Faculty of Law, University of Bologna and ECGI
Date November 2005
Serial No Law Working Paper No. 053/2005
Keywords Corporate Law, European Union, EC Company Law, Harmonization, Corporate Governance, Company Law Action Plan, Regulatory Competition
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Title European Company Law and Corporate Governance: Where Does the Action Plan of the European Commission Lead? Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Private Law and ECGI
Date October 2005
Serial No Law Working Paper No. 052/2005
Keywords EU Company Law Action Plan, Corporate Governance, board members liability, directors remuneration, investor protection
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ElsewherePublished in: K. J. Hopt, E. Wymeersch, H. Kanda, H. Baum, eds., Corporate Governance in Context – Corporations, States, and Markets in Europe, Japan, and the US –, Oxford (Oxford University Press) 2005, p. 119-142

Title The Place for Creditor Protection on the Agenda for Modernisation of Company Law in the European Union Back to Working Paper Index and Search
Author(s) Eilis Ferran, Faculty of Law, University of Cambridge and ECGI
Date October 2005
Serial No Law Working Paper No. 051/2005
Keywords Corporate law, law reform
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Title After the Revolution in Corporate Law Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School, National Bureau of Economic Research (NBER) and ECGI
Date October 2005
Serial No Law Working Paper No. 050/2005
Keywords corporate law, legal education, corporate law centers
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Title Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy Back to Working Paper Index and Search
Author(s) Ronald Gilson, Columbia Law School, Stanford Law School and ECGI
Date August 2005
Serial No Law Working Paper No. 049/2005
Keywords corporate governance, shareholders systems, control
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Winner of the 2006 De Brauw Blackstone Westbroek Law Prize (Best paper in the Law series)

Title Outside Directors, Liability Risk and Corporate Governance: A Comparative Analysis Back to Working Paper Index and Search
Author(s) Bernard Black, School of Law, University of Texas at Austin, Red McCombs School of Business and ECGI, Brian Cheffins, Faculty of Law, University of Cambridge and ECGI, and Michael Klausner, Stanford Law School
Date August 2005
Serial No Law Working Paper No. 048(En)/2005
Keywords outside directors, corporate governance, Germany, supervisory board, director liability, securities law, corporate law
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CommentThis download is in English. A German version of this paper can be found at ECGI Law Working Paper 48(Ger)/2005

Title Shareholder Suits and Outside Director Liability: The Case of Korea Back to Working Paper Index and Search
Author(s) Bernard Black, University of Texas at Austin Brian and ECGI, Brian Cheffins, University of Cambridge and ECGI, and Michael Klausner, Stanford Law School
Date June 2005
Serial No Law Working Paper No. 047/2005
Keywords corporate governance, director liability, fiduciary duty, securities law, securities class actions, law and finance, director duties
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Title Enforcement of Corporate Governance Codes Back to Working Paper Index and Search
Author(s) Eddy Wymeersch, University of Ghent and ECGI
Date June 2005
Serial No Law Working Paper No. 046/2005
Keywords corporate governance codes, enforcement, legal system, comply and explain, market supervisors, company law
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Title Separation and the Function of Corporation Law Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School, Columbia Law School and ECGI
Date January 2005
Serial No Law Working Paper No. 045/2005
Keywords Shareholders vs. stakeholders, close corporations
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Title Empirical Studies of Corporate Law Back to Working Paper Index and Search
Author(s) Sanjai Bhagat, Leeds School of Business and Roberta Romano, Yale Law School, NBER and ECGI
Date May 2005
Serial No Law Working Paper No. 044/2005
Keywords event studies, corporate governance, empirical research in corporate law
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Title Extraterritorial Courts for Corporate Law Back to Working Paper Index and Search
Author(s) Jens Dammann, Cornell Law School and Henry Hansmann, Yale Law School and ECGI
Date May 2005
Serial No Law Working Paper No. 043/2005
Keywords extraterritorial, courts, Delaware, regulatory competition, arbitration, soverignity, jurisdiction
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title Beyond Competition for Incorporations Back to Working Paper Index and Search
Author(s) Ehud Kamar, University of Southern California Law School
Date May 2005
Serial No Law Working Paper No. 042/2005
Keywords Regulatory Competition, Corporate Law, Corporate Governance, European Union, Comparative Corporate Law, Race to the Top, Race to the Bottom, Securities Law
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)
ElsewherePublished in the Georgetown Law Journal, Vol. 94, p. 1725, 2006

Title Structuring Securities Regulation in the European Union: Lessons from the US experience Back to Working Paper Index and Search
Author(s) Donald C. Langevoort, Georgetown University Law Center
Date November 2004
Serial No Law Working Paper No. 041/2005
Keywords securities regulation, enforcement, fraud, Securities and Exchange Commission
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title Financial Scandals and the Role of Private Enforcement: The Parmalat Case Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa, Centre for Law and Finance and ECGI, and Paolo Giudici, Free University of Bozen and Centre for Law and Finance
Date May 2005
Serial No Law Working Paper No. 040/2005
Keywords corporate fraud, corporate scandals, Enron, Parmalat, directors, board of director, statutory auditors, audit firms, auditor’s liability, gatekeepers, underwriters, financial intermediaries, analysts, insider trading, mandatory takeovers, Consob, law enforcement, public v. private enforcement, regulation, class actions, discovery, contingency fees, civil procedure
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title EC Company Law Directives and Regulations: How Trivial Are They? Back to Working Paper Index and Search
Author(s) Luca Enriques, University of Bologna and ECGI
Date May 2005
Serial No Law Working Paper No. 039/2005
Keywords European Union, EC company Law, regulatory competition, interest groups
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title Political Yardstick Competition and corporate governance in the EU Back to Working Paper Index and Search
Author(s) Pierre Salmon, Université de Bourgogne
Date May 2005
Serial No Law Working Paper No. 038/2005
Keywords yardstick competition, european integration, regulatory competition, corporate
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title The Economics and Politics of Corporate Governance in the European Union Back to Working Paper Index and Search
Author(s) Dennis Mueller, University of Vienna
Date May 2005
Serial No Law Working Paper No. 037/2005
Keywords corporate governance, investment performance
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title Co-Evolution of Politics and Corporate Governance Back to Working Paper Index and Search
Author(s) Marianna Belloc, University of Siena and Ugo Pagano, University of Siena and Central European University
Date Revised April 2006
Serial No Law Working Paper No. 036/2005
Keywords employment protection, corporate governance, social democracy, institutional
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich) Note: This paper was previously published in May 2005 under the title "Co-Evolution Paths of Politics, Technology and Corporate Governance"

Title Executive Compensation: If There's a Problem, What's the Remedy? The Case for 'Compensation Disclosure and Analysis' Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School and European Corporate Governance Institute (ECGI)
Date April 2005
Serial No Law Working Paper No. 035/2005
Keywords Executive compensation, corporate governance, stock options
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Title The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School, NBER and ECGI
Date April 2005
Serial No Law Working Paper No. 034/2005
Keywords corporate law, corporate governance, legal innovation, regulatory competition
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Title Corporate Governance Convergence: Evidence from Takeover Regulation Back to Working Paper Index and Search
Author(s) Marc Goergen, University of Sheffield and ECGI, Marina Martynova, Tilburg University and Luc Renneboog, Tilburg University and ECGI
Date April 2005
Serial No Law Working Paper No. 033/2005
Keywords takeover regulation, mergers and acquisitions, corporate governance
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ElsewherePublished in Oxford Review of Economic Policy 21 (2), 2005, 1-27

Title Executive Remuneration in the EU: The Context for Reform Back to Working Paper Index and Search
Author(s) Guido Ferrarini, University of Genoa and ECGI and Niamh Moloney, University of Nottingham and ECGI
Date April 2005
Serial No Law Working Paper No. 032/2005
Keywords executive remuneration, disclosure, ownership structure, corporate governance
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Title Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings Back to Working Paper Index and Search
Author(s) Gérard Hertig, Swiss Federal Institute of Technology (ETH Zurich)and ECGI
Date March 2005
Serial No Law Working Paper No. 031/2005
Keywords Access to finance, Basel II, banking, capital requirements, disclosure, internal ratings, IRB approach, lenders, rating agencies
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Title Legal Ground Rules in Coordinated and Liberal Market Economies Back to Working Paper Index and Search
Author(s) Katharina Pistor, Columbia Law School and ECGI
Date March 2005
Serial No Law Working Paper No. 030/2005
Keywords economic-legal systems, contract law, corporate law
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Title Corporate Governance Changes in the 20th Century: A View from Italy Back to Working Paper Index and Search
Author(s) Guido Ferrarini, Università degli Studi di Genova - Law School and ECGI
Date March 2005
Serial No Law Working Paper No. 029/2005
Keywords corporate governance, Italy's corporate governance
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Title Change of Governance in Historic Perspective: The German Experience Back to Working Paper Index and Search
Author(s) Harald Baum, Max Planck Institute for Foreign Private and Private International Law and ECGI
Date March 2005
Serial No Law Working Paper No. 028/2005
Keywords welfare state, corporatism, corporate governance, financial market regulation
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Title Company Law Reform in the UK: A Progress Report Back to Working Paper Index and Search
Author(s) Eilis Ferran, Faculty of Law, University of Cambridge and ECGI
Date March 2005
Serial No Law Working Paper No. 027/2005
Keywords Corporate law, law reform
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Title Is Regulatory Competition a Problem or Irrelevant for Corporate Governance? Back to Working Paper Index and Search
Author(s) Roberta Romano, Yale Law School, Yale International Center for Finance, NBER and ECGI
Date March 2005
Serial No Law Working Paper No. 026/2005
Keywords regulatory competition,corporate law,corporate governance,Sarbanes-Oxley Act
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Title On-Going Board Reforms: One-Size-Fits-All and Regulatory Capture Back to Working Paper Index and Search
Author(s) Gérard Hertig, Swiss Federal Institute of Technology(ETH Zurich)and ECGI
Date March 2005
Serial No Law Working Paper No. 025/2005
Keywords Auditor, best practices, board, board discretion, board function, board reform, codes, compensation, corporate governance, director liability, independent director, institutional investor, regulation, regulatory capture, self regulation
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Title Dividends and Politics Back to Working Paper Index and Search
Author(s) Steven A. Bank, University of California, Los Angeles, Brian R. Cheffins, University of Cambridge and Marc Goergen, Sheffield University and ECGI
Date Revised March 2006
Serial No Law Working Paper No. 024/2004
Keywords corporate governance, dividend policy, politics, tax rules, dividend controls, unions, labor costs, corporate law
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Winner of the 2005 De Brauw Blackstone Westbroek Law Prize (Best paper in the Law series)
ElsewhereBank, S., Cheffins, B. and M. Goergen, Dividends and Politics, forthcoming in the European Journal of Political Economy.

Title The Equilibrium Content of Corporate Federalism Back to Working Paper Index and Search
Author(s) William W. Bratton, Georgetown University Law Center, and Joseph McCahery, Tilburg University and ECGI
Date November 2004
Serial No Law Working Paper No. 023/2004
Keywords corporate law, corporate federalism, Delaware, shareholder value, fiduciary law
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CommentThis Working Paper is based upon a draft prepared for the EU Corporate Law Making Conference (Cambridge, October 29-30, 2004) organized by Harvard Law School and the Swiss Federal Institute of Technology (ETH Zurich)

Title Choice as Regulatory Reform: The Case of Japanese Corporate Governance Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School and ECGI, and Curtis J Milhaupt, Columbia Law School
Date April 2004
Serial No Law Working Paper No. 022/2004
Keywords Japanese corporate governance, convergence
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Title The Costs and Benefits of Financial Market Regulation Back to Working Paper Index and Search
Author(s) Luigi Zingales, University of Chicago, NBER, CEPR, and ECGI
Date April 2004
Serial No Law Working Paper No. 021/2004
Keywords Pigou’s theory, Coase’s theorem, costs and benefits of regulation, financial markets, social welfare, enforcement costs, disclosure requirements, political pressures, mandatory rules, default rules, behavioral literature, corporate governance, mutual funds
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Title The Poison Pill In Japan: The Missing Infrastructure Back to Working Paper Index and Search
Author(s) Ronald Gilson, Stanford Law School; Columbia Law School
Date January 2004
Serial No Law Working Paper No. 020/2004
Keywords hostile bids, European takeover directive, takeover defenses, voting rights, break-through rule, corporate control, poison pill, takeover debate in the U.S., monitoring of management, Delaware Law, indipendent directors, executive compensation, courts, ownership structure, Japanese Commercial Code, legal systems, Japanese corporate governance.
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Title The Societas Europaea: a network economics approach Back to Working Paper Index and Search
Author(s) Stefano Lombardo, School of Economics and Management - Free University of Bozen/Bolzano and Piero Pasotti, University of Siena Department of Economics
Date January 2004
Serial No Law Working Paper No. 019/2004
Keywords European Company statute, Company Law, board structure, path dependency, renvoi technique, company’s freedom of establishment, real seat theory, incorporation theory, agency costs, contract law, network economics
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Title Board Models in Europe. Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Foreign Private and Private International Law, Hamburg & ECGI and Patrick C. Leyens, Max Planck Institute for Foreign Private and Private International Law, Hamburg
Date January 2004
Serial No Law Working Paper No. 018/2004
Keywords Auditing, Aufsichtsrat, banking system, board models, comply or explain, Corporate Governance Codes, directors' duties and liabilities, directors' independence, Higgs Report, internal control, labour co-determination, management and control, path dependency, shareholder activism, supervisory board
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ElsewherePublished in: European Company and Financial Law Review 2004, 135-168; also in: E. Gepken-Jager, G. van Solinge, L. Timmerman, eds., VOC 1602-2002, 400 Years of Company Law, Deventer (Kluwer) 2005, p. 281-316; Chinese Version: Company & Securities Law Review (Beijing) Vol. 1 (2005) 217-245

Title Taking Shareholder Protection Seriously? Corporate Governance in the United States and Germany Back to Working Paper Index and Search
Author(s) Theodor Baums, Johann Wolfgang Goethe University and ECGI, and Kenneth Scott, Stanford Law School and Hoover Institution
Date November 2003
Serial No Law Working Paper No. 017/2003
Keywords Company Law (United States; Germany); Corporate Governance United States; Germany)
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Title The Maximands of Corporate Governance: A Theory of Values and Cognitive Style Back to Working Paper Index and Search
Author(s) Amir Licht, Interdisciplinary Center Herzliyah, Israel and ECGI
Date November 2003
Serial No Law Working Paper No. 016/2003
Keywords
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Title International Differences in Cost of Equity Capital: Do Legal Institutions and Securities Regulation Matter? Back to Working Paper Index and Search
Author(s) Luzi Hail, University of Zurich and Christian Leuz, University of Pennsylvania and ECGI
Date November 2003
Serial No Law Working Paper No. 015/2003
Keywords International finance, Cost of equity, Disclosure, Legal system, Law and Finance
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Title Reciprocity in Takeovers Back to Working Paper Index and Search
Author(s) Marco Becht, ECARES, Université Libre de Bruxelles & ECGI
Date October 2003
Serial No Law Working Paper No. 014/2003
Keywords European takeover directive, break-through rule, reciprocity in takeovers, ownership structure, takeover defenses, voting rights, contestability of corporate control
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Title Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive? Back to Working Paper Index and Search
Author(s) Peter Muelbert, Johannes Gutenberg Universität Mainz - Department of Law and Economics and ECGI
Date September 2003
Serial No Law Working Paper No. 013/2003
Keywords European takeover directive, break-through rule, mandatory bid, "one share one vote", Report of the High-Level Group of Company Law Experts on Issues Related to Takeover Bids, anti-takeover defenses, shareholder vote, multiple voting rights
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Title Company and Takeover Law Reforms in Europe: Misguided Harmonization Efforts or Regulatory Competition? Back to Working Paper Index and Search
Author(s) Gérard Hertig, Swiss Federal Institute of Technology (ETH Zurich) and Joseph McCahery, Tilburg University
Date September 2003
Serial No Law Working Paper No. 012/2003
Keywords Company law, corporate governance, European integration, EU harmonization, private litigation, regulatory competition, takeovers, Takeover Bids Directive
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Title Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? Back to Working Paper Index and Search
Author(s) John C. Coates IV, Harvard Law School
Date July 2003
Serial No Law Working Paper No. 011/2003
Keywords takeover regulation, ownership structure, voting rights, private benefits of control, corporate control
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Title Mandatory Bids, Squeeze-out, Sell-out and the Dynamics of the Tender Offer Process Back to Working Paper Index and Search
Author(s) Mike Burkart, Stockholm Institute of Transition Economics (SITE) & Department of Finance, Stockholm School of Economics and CEPR and Fausto Panunzi, University of Bologna, ECGI and CEPR
Date July 2003
Serial No Law Working Paper No. 010/2003
Keywords takeover regulation, mandatory bid, squeeze-out, sell-out, minority shareholder protection
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Title Executive Remuneration in the EU: Comparative Law and Practice Back to Working Paper Index and Search
Author(s) Guido Ferrarini, Università degli Studi di Genova-Law School, Niamh Moloney, Queen's University Belfast-School of Law and ECGI and Cristina Vespro, Universite Libre de Bruxelles and ECGI
Date June 2003
Serial No Law Working Paper No. 009/2003
Keywords Executive pay, Corporate governance, Ownership structure, Company disclosure, Remuneration Committee
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Title The Transfer of the Company's Seat in European Company Law Back to Working Paper Index and Search
Author(s) Eddy Wymeersch, Universiteit Gent - Department of Business Law
Date March 2003
Serial No Law Working Paper No. 008/2003
Keywords European Company Statute, Seat Transfer, Incorporation theory, Real Seat theory, Uberseering case, "General Good" Clause, EC Company Law
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Title Silence Is Golden: The European Company Statute as a Catalyst for Company Law Arbitrage Back to Working Paper Index and Search
Author(s) Luca Enriques, Universita di Bologna
Date March 2003
Serial No Law Working Paper No. 007/2003
Keywords European Company, Societas Europaea, Regulatory Arbitrage, EC Company Law, Dual Class Shares
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ElsewherePublished in the Journal of Corporate Law Studies, 2004, pp. 77-95

Title An International Relations Perspective on the Convergence of Corporate Governance: German Shareholder Capitalism and the European Union, 1990-2000 Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School
Date January 2003
Serial No Law Working Paper No. 006/2003
Keywords corporate governance, comparative corporate governance, takeover bid, takeover law
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Title Modern Company and Capital Market Problems: Improving European Corporate Governance after Enron Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Foreign Private and Private International Law, Hamburg
Date November 2002
Serial No Law Working Paper No. 005/2002
Keywords European corporate governance, company law, board structure, corporate disclosure, control by shareholders and auditors, capital markets law, corporate control
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ElsewherePublished in: Journal of Corporate Law Studies 3 (2003) 221-268; also in: Korporativnyj Yurist (Moskau) 1/2005, 35-39 (part I)

Title Changing Patterns of Corporate Disclosure in Continental Europe: the Example of Germany Back to Working Paper Index and Search
Author(s) Theodor Baums, Johann Wolfgang Goethe University and ECGI
Date October 2002
Serial No Law Working Paper No. 004/2002
Keywords corporate disclosure, mandatory disclosure, market transparency, ownership structure, German Law
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Title Takeovers, Secrecy, and Conflicts of Interest: Problems for Boards and Banks Back to Working Paper Index and Search
Author(s) Klaus Hopt, Max Planck Institute for Private Law
Date October 2002
Serial No Law Working Paper No. 003/2002
Keywords German takeover act, takeover law, information disclosure, conflicts of interests in takeovers, board structure, inducement fee, Chinese walls, all-purpose banks, self-regulation
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ElsewherePublished in J. Payne, ed., Takeovers in English and German Law, Oxford (Hart) 2002, p. 33-63

Title An American Perspective on the New German Anti-takeover Law Back to Working Paper Index and Search
Author(s) Jeffrey Gordon, Columbia Law School
Date December 2002
Serial No Law Working Paper No. 002/2002
Keywords takeover bid, anti-takeover law, corporate governance, comparative corporate governance
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Title Fiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory Back to Working Paper Index and Search
Author(s) Katharina Pistor, Columbia University School of Law and Chenggang Xu, London School of Economics & Political Science (LSE); Centre for Economic Policy Research (CEPR)
Date October 2002
Serial No Law Working Paper No. 001/2002
Keywords incomplete law, transition economies, fiduciary duty, law enforcement
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