|
Working
Paper Series in Law
To date, there are 160 titles in this series
|
| Title |
The Risks of Corporate Legal Principles of Risk Management |
 |
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Uncertainty and the Financial Crisis |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Regulating Multinational Banks in Europe: An Assessment of the New Supervisory Framework |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Tilting the Balance Between Capital and Labor? The Effects of Regulatory Arbitrage in European Corporate Law on Employees |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming in Fordham International Law Journal (2010) |
|
| Title |
Different Approaches to Corporate Reporting Regulation: How Jurisdictions Differ and Why |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming in Accounting and Business Research (2010) |
|
| Title |
Auditors’ Multi-Layered Liability Regime |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The European Private Company (SPE): Uniformity, Flexibility, Competition and the Persistence of National Laws |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Bankruptcy’s Financial Crisis Accelerator: The Derivatives Players’ Priorities in Chapter 11 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Rising Tension between Shareholder and Director Power in the Common Law World |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming (2010) Corporate Governance: An International Review (Wiley-Blackwell) |
|
| Title |
Is Delaware Losing Its Cases? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
System and Evolution in Corporate Governance |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Law and Financial Development: What We Are Learning from Time-Series Evidence |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming in the BYU Law Review |
|
| Title |
Empowering Shareholders in Directors’ Elections: A Revolution in the Making |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Corporate Pyramid Fable |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Litigation Governance: Taking Accountability Seriously |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Dispersed Ownership: the Theories, the Evidence, and the Enduring Tension Between 'Lumpers' and 'Splitters'
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Subverting Shareholder Rights: Lessons from News Corp.'s Migration to Delaware |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | published in Vanderbilt Law Review, Vol. 63, 2010, 1-51 |
|
| Title |
New Trends in the Regulation of Executive Remuneration |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | published 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? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The European Company Law Action Plan Revisited: An Introduction |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
A Simple Theory of Takeover Regulation in the United States and Europe |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
A Carrot and Stick Approach to Discipline Self-dealing by Controlling Shareholders |
|
| Author(s) |
María Gutiérrez Urtiaga, Universidad Carlos III and ECGI, María Isabel Saez, Universidad Autónoma de Madrid |
| Date |
January 2010 |
| Serial No |
Law Working Paper No. 138/2010 |
| Keywords |
Self-dealing, Minority Expropriation, Private Benefits, Corporate Governance, Corporate Law |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Freeze-Outs: Transcontinental Analysis and Reform Proposals |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Rise and Fall (?) of Shareholder Activism by Hedge Funds |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Agency Problems, Legal Strategies and Enforcement |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Conflict Resolution and the Role of Courts: An Empirical Study |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Control Matters: Law and Economics of Private Benefits of Control |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
How Do Legal Rules Evolve? Evidence From a Cross-Country Comparison of Shareholder, Creditor and Worker Protection |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
 | 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Societas Europaea: Good News for European Firms |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Understanding Directors’ Pay in Europe: A Comparative and Empirical Analysis
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Board of Nonprofit Organizations: Some Corporate Governance Thoughts from Europe |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Did Corporate Governance “Fail” During the 2008 Stock Market Meltdown? The Case of the S&P 500 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Modernizing Italy’s Corporate Governance Institutions: Mission Accomplished? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Risk Management in European and American Corporate Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Is Berle and Means Really a Myth? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Private Enforcement of Corporate Law: An Empirical Comparison of the UK and US |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Firm-Level Corporate Governance in Emerging Markets: A Case Study of India |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Contracting for Innovation: Vertical Disintegration and Interfirm Collaboration |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
‘Say on Pay’: Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Embattled CEOs |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Limits of Private Sector Solutions for Banks: Recent UK Rights Issues |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Belgian struggle for corporate governance improvements |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Does Private Equity Create Wealth? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Securities Laws, Disclosure, and National Capital Markets in the Age of Financial Globalization |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Regulatory Show and Tell: Lessons from International Statutory Regimes |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Shifting Balance of Power between Shareholders and the Board: News Corp’s Exodus to Delaware and Other Antipodean Tales |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Civil Liability and Mandatory Disclosure |
|
| Author(s) |
Merritt Fox, Columbia University |
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming in the Columbia Law Review |
|
| Title |
Shareholder Protection and Stock Market Development: An Empirical Test of the Legal Origins Hypothesis |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Winner of the 2009 ECGI Law Prize (Best paper in the Law series) |
|
| Title |
Law, Finance, and Politics: The Case of India
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Enforcement Strategies in UK Corporate Governance: A Roadmap and Empirical Assessment |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Bankruptcy Law and Entrepreneurship |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Shareholder Mobility in Five European Countries |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Comparative Analysis on Legal Regulation of the Liability of Members of the Management organs of Companies |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Disintegrating the Regulation of the Business Corporation as a Nexus of Contracts: Regulatory Competition vs. Unification of Law |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Non-Enforcement Led Public Oversight of Financial and Corporate Governance Disclosures and of Auditors
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Hedge Fund Activism in the Enforcement of Bondholder Rights |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
There are Plaintiffs and . . . There are Plaintiffs: An Empirical Analysis of Securities Class Action Settlements |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Returns to Hedge Fund Activism |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The European Model Company Law Act Project |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Dark Side of Shareholder Influence: Toward a Holdup Theory Of Stakeholders in Comparative Corporate Governance |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Sovereign Wealth Funds and Corporate Governance: A Minimalist Response to the New Mercantilism
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Private Law Enforcement in a Formalist Legal Environment: The Italian Sai-Fondiaria Case |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Shareholder Initiative: An Informal Social Choice and Game Theoretic Approach |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Forthcoming 2008 Vanderbilt Law Review Symposium |
|
| Title |
How Does Corporate Mobility Affect Lawmaking? A Comparative Analysis
|
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Issuer Choice in Europe |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Promise and Peril of Corporate Governance Indices |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Japan's Paradoxical Response to the New ‘Global Standard' in Corporate Governance |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Deconstructing Equity: Public Ownership, Agency Costs, and Complete Capital Markets |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Rewarding Outside Directors |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Regulation of Private Equity - Backed Leveraged Buyout Activity in Europe
|
|
| 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
|
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Institutional Investors and Proxy Voting:
The Impact of the 2003 Mutual Fund Voting Disclosure Regulation |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Eclipse of Private Equity |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
European Company Law beyond the 2003 Action Plan |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Hedge Funds and Governance Targets |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Optional Rather than Mandatory EU Company Law: Framework and Specific Proposals |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Comparative Company Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | Published 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| 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? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Rise of Independent Directors in the United States, 1950-2005: of Shareholder
Value and Stock Market Prices |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Labour Regulation, Corporate Governance and Legal Origin: A Case of Institutional Complementarity? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Outside Director Liability Across Countries |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Where Do Firms Incorporate? Deregulation and the Cost of Entry |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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
|
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Outside Director Liability |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
On the Insignificance and/or Endogeneity of La Porta et al.'s 'Anti-Director Rights Index' under Consistent Coding |
|
| Author(s) |
Holger Spamann, Harvard Law School,Harvard University |
| Date |
March 2006 |
| Serial No |
Law Working Paper No. 067/2006 |
| Keywords |
|
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Corporate Governance and Innovation - Venture Capital, Joint Ventures, and Family Businesses |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Empty Voting and Hidden Ownership: Taxonomy, Implications, and Reforms |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
How the Old World Encountered the New One: Regulatory Competition and Cooperation in European Corporate and Bankruptcy Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Understanding Dura |
|
| Author(s) |
Merritt Fox, Columbia Law School, Columbia University |
| Date |
August 2005 |
| Serial No |
Law Working Paper No. 062/2006 |
| Keywords |
|
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Outside Director Liability: A Policy Analysis |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
One Share - One Vote: A European Rule? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Law and the Rise of the Firm |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Hedge Funds, Insiders, and Empty Voting: Decoupling of Economic and Voting Ownership in Public Companies |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Corporate Disclosure in a Competitive Environment -The ECJ’s Axel Springer Case and the Quest for a European Framework for Mandatory Disclosure |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Company Law Harmonization Reconsidered: What Role for the EC? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
European Company Law and Corporate Governance: Where Does the Action Plan of the European Commission Lead? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
After the Revolution in Corporate Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Enforcement of Corporate Governance Codes |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Separation and the Function of Corporation Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Empirical Studies of Corporate Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Extraterritorial Courts for Corporate Law |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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) |
| Elsewhere | Published in the Georgetown Law Journal, Vol. 94, p. 1725, 2006 |
|
| Title |
Structuring Securities Regulation in the European Union: Lessons from the US experience |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| Author(s) |
Dennis Mueller, University of Vienna |
| Date |
May 2005 |
| Serial No |
Law Working Paper No. 037/2005 |
| Keywords |
corporate governance, investment performance |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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' |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Corporate Governance Convergence: Evidence from Takeover Regulation |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published in Oxford Review of Economic Policy 21 (2), 2005, 1-27 |
|
| Title |
Executive Remuneration in the EU: The Context for Reform |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Using Basel II to Facilitate Access to Finance: The Disclosure of Internal Credit Ratings |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Legal Ground Rules in Coordinated and Liberal Market Economies |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Corporate Governance Changes in the 20th Century: A View from Italy |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Change of Governance in Historic Perspective: The German Experience |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Company Law Reform in the UK: A Progress Report |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Is Regulatory Competition a Problem or Irrelevant for Corporate Governance? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
On-Going Board Reforms: One-Size-Fits-All and Regulatory Capture |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Dividends and Politics |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Winner of the 2005 De Brauw Blackstone Westbroek Law Prize (Best paper in the Law series) |
| Elsewhere | Bank, S., Cheffins, B. and M. Goergen, Dividends and Politics, forthcoming in the European Journal of Political Economy. |
|
| Title |
The Equilibrium Content of Corporate Federalism |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Comment | This 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 |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Costs and Benefits of Financial Market Regulation |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Poison Pill In Japan: The Missing Infrastructure |
|
| 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. |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Societas Europaea: a network economics approach |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Board Models in Europe. Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published 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 |
|
| 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) |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
The Maximands of Corporate Governance: A Theory of Values and Cognitive Style |
|
| Author(s) |
Amir Licht, Interdisciplinary Center Herzliyah, Israel and ECGI |
| Date |
November 2003 |
| Serial No |
Law Working Paper No. 016/2003 |
| Keywords |
|
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
International Differences in Cost of Equity Capital: Do Legal Institutions and Securities Regulation Matter? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Reciprocity in Takeovers |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Company and Takeover Law Reforms in Europe: Misguided Harmonization Efforts or Regulatory Competition? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? |
|
| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
| Title |
Mandatory Bids, Squeeze-out, Sell-out and the Dynamics of the Tender Offer Process |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
Executive Remuneration in the EU: Comparative Law and Practice |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
The Transfer of the Company's Seat in European Company Law |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
Silence Is Golden: The European Company Statute as a Catalyst for Company Law Arbitrage |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
| Elsewhere | Published 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 |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
Modern Company and Capital Market Problems: Improving European Corporate Governance after Enron |
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| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published in: Journal of Corporate Law Studies 3 (2003) 221-268; also in: Korporativnyj Yurist (Moskau) 1/2005, 35-39 (part I)
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| Title |
Changing Patterns of Corporate Disclosure in Continental Europe: the Example of Germany |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
Takeovers, Secrecy, and Conflicts of Interest: Problems for Boards and Banks |
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| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
| Elsewhere | Published in J. Payne, ed., Takeovers in English and German Law, Oxford (Hart) 2002, p. 33-63 |
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| Title |
An American Perspective on the New German Anti-takeover Law |
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| 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 |
| Abstract |
From
the SSRN website |
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From
the SSRN website |
|
| Title |
Fiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory |
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| 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 |
| Abstract |
From
the SSRN website |
| Download |
From
the SSRN website |
|
