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Full-Text Articles in Corporate Finance
The Overstated Promise Of Corporate Governance, Jill E. Fisch
The Overstated Promise Of Corporate Governance, Jill E. Fisch
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Review of Jonathan Macey, Corporate Governance: Promises Kept, Promises Broken (Princeton, 2008)
Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter
Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter
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No abstract provided.
Private Equity's Three Lessons For Agency Theory, William W. Bratton
Private Equity's Three Lessons For Agency Theory, William W. Bratton
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No abstract provided.
Hedge Funds And Governance Targets, William W. Bratton
Hedge Funds And Governance Targets, William W. Bratton
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Corporate governance interventions by hedge fund shareholders are triggering debates between advocates of management empowerment and advocates of aggressive monitoring by actors in the capital markets. This Article intervenes with an empirical question: What, based on the record so far, have the hedge funds actually done to their targets? Information has been collected on 130 domestic firms identified in the business press since 2002 as targets of activist hedge funds, including the funds’ demands, their tactics, and the results of their interventions for the targets’ governance and finance. The survey results show that the hedge funds have an enviable record …
Private Standards, Public Governance: A New Look At The Financial Accounting Standards Board, William W. Bratton
Private Standards, Public Governance: A New Look At The Financial Accounting Standards Board, William W. Bratton
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The Financial Accounting Standards Board (the “FASB”) presents a puzzle: How has this private standard setter managed simultaneously (1) to remain independent, (2) to achieve institutional stability and legitimacy, and (3) to operate in a politicized context in the teeth of op-position from its own constituents? This Article looks to governance design to account for this institutional success. The FASB’s founders made a strategic choice to create a regulatory agency that sought independence rather than political responsiveness. The FASB also set out a coherent theory of accounting, the “Conceptual Framework,” to contain and direct its decisions. The Conceptual Framework contributed …
The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery
The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery
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No abstract provided.
The Academic Tournament Over Executive Compensation, William W. Bratton
The Academic Tournament Over Executive Compensation, William W. Bratton
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No abstract provided.
The New Dividend Puzzle, William W. Bratton
The New Dividend Puzzle, William W. Bratton
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No abstract provided.
Gaming Delaware, William W. Bratton
Shareholder Value And Auditor Independence, William W. Bratton
Shareholder Value And Auditor Independence, William W. Bratton
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This Article questions the practice of framing problems concerning auditors’ professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal’s control and cannot act independently. For the same reason, auditors’ duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …
The Case For Repealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll
The Case For Repealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll
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No abstract provided.
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
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No abstract provided.
Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll
Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll
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No abstract provided.
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
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No abstract provided.
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
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On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …