This paper revisits the proposal to use options in corporate bankruptcy that was put forward in Bebchuk (1988). According to the proposed procedure, corporate bankruptcy should be implemented through the distribution to participants of appropriately designed options. The paper starts by...

Corporate structures differ among the advanced economies of the world. We contribute to an understanding of these differences by developing a theory of the path dependence of corporate structure. The corporate structures that an economy has at any point in time depend in part on those that it...

This paper analyzes the effects of the legal rules governing transnational bankruptcies. We compare a regime of quot;territorialityquot; - in which assets are adjudicated by the jurisdiction in which they are located at the time of the bankruptcy - with a regime of quot;universality,quot; in...

This paper develops a rent-protection theory of corporate ownership structure--and in particular, of the choice between concentrated and dispersed ownership of corporate shares and votes. The paper analyzes the decision of a company's initial owner whether to maintain a lock on control when the...

This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control...

This essay surveys the literature on Chapter 11. I start by discussing the objectives by which the performance of corporate reorganization rules is to be judged and then consider the fundamental problem of valuation that arises in corporate reorganization. I next turn to examine the performance...

The agents to whom shareholders delegate the management of corporate affairs may transfer value from shareholders to themselves through a variety of mechanisms, such as self-dealing, insider trading, and taking of corporate opportunities. A common view in the law and economics literature is that...

Intro -- Contents -- Preface -- Introduction -- Part I. The Official View and Its Shortcomings -- 1. The Official Story -- 2. Have Boards Been Bargaining at Arm's Length? -- 3. Shareholders' Limited Power to Intervene -- 4. The Limits of Market Forces -- Part II. Power and Pay -- 5. The...

We investigate the relation between the CEO Pay Slice (CPS)mdash;the fraction of the aggregate compensation of the top-five executive team captured by the Chief Executive Officermdash;and the value, performance, and behavior of public firms. The CPS could reflect the relative importance of the...