Because public firms are not required to disclose the monetary value of pension plans in their executive pay disclosures, financial economists have generally analyzed executive pay using figures that do not include the value of such pension plans. This paper presents evidence that omitting the...

This paper proposes two objectives - undistorted choice and equal treatment - for the legal rules governing corporate acquisitions in general, and corporate takeovers in particular. Undistorted choice is essential to the efficient operation of the market for corporate assets and that equal...

The SEC is now considering a proposal to require some public companies to include in their proxy materials candidates for the board nominated by shareholders. I document that incumbents do not currently face any meaningful risk of being replaced via the ballot box, and I argue that providing...

This paper takes issue with the increasingly influential view that companies should be completely free to opt out of corporate law rules by adopting appropriate charter provisions. I argue that the contractual view of the corporation, on which supporters of free opting out rely, offers...

This article proposes a new method of dividing the reorganization pie among the participants in corporate reorganizations. This method, I argue, can address the substantial efficiency and fairness problems that afflict the existing process of division. Under the proposed method, participants...

In a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when, as is often the case, the controller...

This piece provides the brief submitted to the Delaware Chancery Court by plaintiff in the case of Bebchuk vs. CA, Inc. The case concerns the attempt by CA to exclude from the corporate ballot a stockholder proposal to adopt a proposed bylaw concerning the use of poison pills on grounds that it...

This paper provides a compact account of the problem of distorted choice in corporate takeovers. (A more detailed account is provided in, quot;Towards Undistorted Choice and Equal Treatment in Corporate Takeoversquot;). I analyze how the tender decisions of shareholders facing a takeover bid...

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...