Lawyers and financial economists have fundamentally different views of anti-takeover statutes. While corporate lawyers and academics generally dismiss these statutes as irrelevant, economists study them empirically and conclude that they – and hence the threat of a takeover – affect firm and...

We investigate the structure of mutual funds' corporate governance preferences as revealed by how they vote their shares in portfolio companies. We apply standard unsupervised learning tools from the machine learning literature to analyze a comprehensive dataset of mutual funds' votes and find...

Exploiting a hand-collected database with almost 2200 firms during 1996-2014, I analyze the relationship between the presence of poison pills and firm value. Consistent with earlier results, I document a strong negative association between pills and firm value cross-sectionally and within firm....

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This paper is a brief contribution to a symposium on the European Model Company Act (“EMCA”). In it, I point out the extent to which the EMCA employs broad standards, as opposed to specific rules, and the extent to which it allows companies to customize their own governance arrangements....

This Article analyzes how the accumulation of liquidation rights over multiple rounds of investment in a start-up can result in an aggregate contractual arrangement among the company's investors and its management team that is suboptimal. Liquidation rights determine the allocation of the...

This chapter revisits a proposal I made fifteen years ago to redesign CRA in a way that harnesses market forces. Specifically, I proposed that banks be permitted to trade their CRA obligations with one another in a manner analogous to 'cap and trade' regimes used to address environmental...

In this article, we briefly present some basic statistics on the timing of dismissals and settlements in securities class actions. In contrast to the popular image of securities class actions, we find that over half of all cases are either dismissed or settle well before discovery begins. 38% of...