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Series

SSRN

Business Organizations Law

2002

Articles 1 - 3 of 3

Full-Text Articles in Law

Racing Towards The Top?: The Impact Of Cross-Listings And Stock Market Competition On International Corporate Governance, John C. Coffee Jr. Jan 2002

Racing Towards The Top?: The Impact Of Cross-Listings And Stock Market Competition On International Corporate Governance, John C. Coffee Jr.

Faculty Scholarship

During the 1990's, the phenomenon of cross-listing by issuers on international exchanges accelerated, with the consequence in the case of some emerging markets that trading followed, draining the original market of its liquidity. Traditionally, cross-listing has been viewed as an attempt to break down market segmentation and reach trapped pools of liquidity in distant markets. The globalization of financial markets, however, renders this explanation increasingly dated. A superior explanation is "bonding:" issuers migrate to U.S. exchanges in particular because by voluntarily subjecting themselves to the U.S.'s higher disclosure standards and greater threat of enforcement (both by ...


Understanding Enron: "It's About The Gatekeepers, Stupid", John C. Coffee Jr. Jan 2002

Understanding Enron: "It's About The Gatekeepers, Stupid", John C. Coffee Jr.

Faculty Scholarship

Debacles of historic dimensions tend to produce an excess of explanations. So has it been with Enron, as virtually every commentator has a different diagnosis and a different prescription. Yet, in most respects, Enron is a maddeningly idiosyncratic example of pathological corporate governance, which by itself cannot provide evidence of systematic governance failure. Properly understood, however, the Enron debacle furnishes a paradigm of "gatekeeper failure" – that is, of why and when reliance may not be justified on "reputational intermediaries," such as auditors, securities analysts, attorneys, and other professionals who pledge their reputational capital to vouch for information that investors cannot ...


Lipton And Rowe's Apologia For Delaware: A Short Reply, Ronald J. Gilson Jan 2002

Lipton And Rowe's Apologia For Delaware: A Short Reply, Ronald J. Gilson

Faculty Scholarship

Three themes animate Martin Lipton and Paul Rowe's thoughtful response to my critical evaluation of Unocal's fifteen-year history. First, they maintain that affording shareholders a primary role in the governance of takeovers depends on a commitment to the stock market's informational efficiency. Second, they claim that allowing shareholders to amend or repeal a poison pill ignores empirical evidence that the existence of a poison pill is associated with higher takeover premiums. Third, they assert that the Delaware General Corporation Law (DGCL) reflects an implicit mega-principle that assigns control over takeovers to managers. This short reply corrects Lipton ...