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Full-Text Articles in Law
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
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The Law and Finance account of the ubiquity of controlling shareholders in developing markets is based on conditions in the capital market: poor shareholder protection law prevents controlling shareholders from parting with control out of fear of exploitation by a new controlling shareholder who acquires a controlling position in the market. This explanation, however, does not address why we observe any minority shareholders in such markets, or why controlling shareholders in developing markets are most often family-based. This paper looks at the impact of “bad law” on shareholder distribution in a very different way. Developing countries typically provide not only …
Fiduciary Duties And The Analyst Scandals, Jill E. Fisch
Fiduciary Duties And The Analyst Scandals, Jill E. Fisch
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No abstract provided.
Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch
Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch
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No abstract provided.
Does Analyst Independence Sell Investors Short?, Jill E. Fisch
Does Analyst Independence Sell Investors Short?, Jill E. Fisch
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Regulators responded to the analyst scandals of the late 1990s by imposing extensive new rules on the research industry. These rules include a requirement forcing financial firms to separate investment banking operations from research. Regulators argued, with questionable empirical support, that the reforms were necessary to eliminate analyst conflicts of interest and ensure the integrity of sell-side research.
By eliminating investment banking revenues as a source for funding research, the reforms have had substantial effects. Research coverage of small issuers has been dramatically reduced—the vast majority of small capitalization firms now have no coverage at all. The market for research …
Labor Unions: A Corporatist Institution In A Competitive World, Michael L. Wachter
Labor Unions: A Corporatist Institution In A Competitive World, Michael L. Wachter
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Union membership, as a percentage of the private sector workforce, has been in decline for 50 years. I argue that the cause of this unrelenting decline is a single, fundamental factor – the change in the United States economy from a corporatist-regulated economy to one based on free competition. Most labor commentators have explained the decline by a confluence of unrelated economic and legal forces. Labor economists typically stress economic explanations, which vary from compositional shifts in the job structure to increased competition both domestically and internationally. On the other hand, labor law commentators naturally focus on labor law explanations, …
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 …