The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...

Item 303 of SEC Regulation S-K requires companies to disclose “known trends and uncertainties” in certain public filings. In securities class action litigation, plaintiffs increasingly allege the omission of such “trends and uncertainties” as a basis for liability. But Item 303 provides...

Corporate governance rules have an enormous impact on people's lives. This is true whether the corporation is public or private, and regardless of its size, since the rules governing corporate behavior and director conduct apply regardless of the size of the corporation or the number of its...

Two proposed bills barring public pensions from considering environmental, social, and governance investment criteria create massive legal risk for any pension fiduciary or service provider. The American Legislative Exchange Council “boycott bill” and the “fiduciary duty” bill, if...

Intermediation in private equity involves illiquid investments, professional investors, and high information asymmetry. We use this unique setting to empirically evaluate theoretical predictions regarding intermediation. Placement agent usage has become nearly ubiquitous, but agents are...

In 2018, California became the first U.S. state to introduce a mandatory board gender quota for all firms headquartered in the state. Even though the constitutionality of the law is still debated, we document large negative announcement returns of -2.6% to the adoption of the gender quota for...

We examine how liquidity and return concerns at large mutual funds explain their diminished participation in small IPOs since the late 1990s. Using 5,825 IPOs and portfolio-level information for 37,052 funds, we exploit Russia's 1998 debt default as an exogenous shock to funds' liquidity...

Defense litigation counsel are retained by target firm management to defend them in mergers and acquisition (M&A) litigation. We use hand collected data from a ten-year period (2003-2012) to examine whether the choice of defense litigation counsel affects the outcome of M&A litigation and...