Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Corporate law (5)
- Corporate governance (2)
- Acquisitions (1)
- Banking (1)
- Basel Committee (1)
-
- Boards of directors (1)
- Capital regulation (1)
- Center-left politics (1)
- Chief executive officers (1)
- Choice of entity (1)
- Communitarianism (1)
- Corporate governance reform (1)
- Democratic Party (1)
- Dodd-Frank Act (1)
- ERISA (1)
- Executive compensation (1)
- Executives (1)
- External (1)
- Financial crisis (1)
- Financial institutions (1)
- Hiring (1)
- IPO (1)
- Independent directors (1)
- Initial public offering (1)
- Institutional investors (1)
- Internal (1)
- Leadership (1)
- Mergers (1)
- Method of payment (1)
- Nexus of contracts (1)
Articles 1 - 6 of 6
Full-Text Articles in Law
The Up-C Revolution, Gregg D. Polsky, Adam H. Rosenzweig
The Up-C Revolution, Gregg D. Polsky, Adam H. Rosenzweig
Scholarly Works
Over the past few years, a revolutionary new tax structure, known as the Up-C, has become increasingly popular, particularly in instances where an LLC is being taken public. In such an Up-C IPO, a newly formed C corporation is placed on top of the existing LLC, which continues to operate the business. Shares of the C corporation are sold to new investors, and the proceeds are used by the C corporation to buy an interest in the LLC. Meanwhile, the legacy owners of the LLC (typically, founders and private investment funds) retain their interests in the LLC, while receiving exchange …
Center-Left Politics And Corporate Governance: What Is The 'Progressive' Agenda?, Christopher Bruner
Center-Left Politics And Corporate Governance: What Is The 'Progressive' Agenda?, Christopher Bruner
Scholarly Works
For as long as corporations have existed, debates have persisted among scholars, judges, and policymakers regarding how best to describe their form and function as a positive matter, and how best to organize relations among their various stakeholders as a normative matter. This is hardly surprising given the economic and political stakes involved with control over vast and growing "corporate" resources, and it has become commonplace to speak of various approaches to corporate law in decidedly political terms. In particular, on the fundamental normative issue of the aims to which corporate decision-making ought to be directed, shareholder-centric conceptions of the …
Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke
Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke
Scholarly Works
Voting rights are a basic shareholder-protection mechanism. Outside of the core voting requirements state law imposes (election of directors and votes on fundamental changes), federal law grants shareholders additional voting rights. But these rights introduce concomitant costs into corporate governance. Each grant of a voting right thus invites the question: is the benefit achieved worth the cost the vote imposes?
The question is not merely a theoretical one. Recently the SEC, concerned about Nasdaq’s potential weakening of shareholder voting protections, has lamented that little evidence exists on the value of the shareholder vote. This Article provides that evidence. It examines …
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner
Scholarly Works
Review of Traceable Shares and Corporate Law, 113 Nw. U. L. Rev. __ by George S. Geis (forthcoming 2018)
Tournament Of Managers: Lessons From The Academic Leadership Market, Usha Rodrigues
Tournament Of Managers: Lessons From The Academic Leadership Market, Usha Rodrigues
Scholarly Works
Why do firms usually make, not buy, their chief executive officers (CEOs)? Public corporations hire their CEOs from within the firm 78% of the time. They do so although earlier studies have found no clear evidence that internal hires perform better than external ones. So why do firms prefer them? Few scholars have focused on this simple question.
The reason why firms favor internal candidates matters not only in its own right, but also for an overlooked reason: it informs the controversial question of executive compensation. Currently board-compensation committees look to peer benchmarks to set executive pay. But, taking cues …
Corporate Governance Reform In Post-Crisis Financial Firms: Two Fundamental Tensions, Christopher Bruner
Corporate Governance Reform In Post-Crisis Financial Firms: Two Fundamental Tensions, Christopher Bruner
Scholarly Works
The manner in which financial firms are governed directly impacts the stability and sustainability of both the financial sector and the "real" economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated. However, two fundamental tensions continue to complicate efforts to reform corporate governance in post-crisis financial firms. The first relates to reliance on increased equity capital as a buffer against shocks and a means of limiting leverage. The tension here arises from the fact that no corporate constituency desires risk more than equity does, and that risk preference only tends to be stronger in banks, and …