This paper studies how the legal liability rules for directors can be optimally designed to provide them with the incentives to fulfill their fiduciary duties and to maximize ex-ante firm value. I present a principal-agent model where the shareholders can obtain a verifiable but costly and...

Traditional American corporation statutes state that the business and affairs of the corporation shall be managed by a board of directors who act as fiduciaries of the corporation. The purpose of this paper is to explain the economic logic underlying the regulation of corporate directors'...

Artículo de revista ; Pese al gran interés que suscita el gobierno de las empresas y a las iniciativas que han adoptado muchos países para (auto)regular el gobierno empresarial, todavía hay muchos problemas relativos a este tema respecto a los cuales los académicos no han alcanzado el...

Most listed firms have concentrated ownership structures. However this ownership type is problematic. A clinical analysis reveals that the corporate governance in these firms in terms of liability, voice and exit faces important design problems. Our analysis shows that the corporate governance...

This Article investigates the determinants of dividend policy in firms with concentrated ownership structure. A review of the empirical literature shows that dividend payout ratios are lower in firms with controlling shareholders. We explain this finding as a consequence of the legal rules...

In this paper, we explain the methodological shifts that have occurred over time in the study of company law. Our hypothesis is that comparative company law has developed and evolved as a bridge between two extremes. On the one hand, the doctrinal, black-letter law approach to company law,...

In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient...

This study examines empirically the bank stocks price reactions to loan announcements. Using a sample of 1,354 announcements of loans made by 119 banks located in 35 countries during the period 1998-2006, we find significant abnormal bank stock returns on the days surrounding a bank loan...

In this paper we provide a simple and general framework that explains the nature of groups, their corporate governance problems and their ownership structures as the result of the double nature of the controlling shareholder in the group as both shareholder and stakeholder of the subsidiary. We...

In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient...