This Article is the first to analyze an unexplored but critical change in how modern banks are governed: the rise of lawyers as bank directors. That rise has been precipitous, raising the question of why lawyer-directors now sit on most bank boards. Using novel empirical evidence, we show that...

On April 21, 2004, the European Community enacted the XIII Company Law Directive on Takeovers, whose primary purpose is the promotion of more efficient capital structures in Europe. The provision of a Mandatory Bid Rule (MBR) is among the several measures devised by the Directive to achieve this...

We empirically investigate the political determinants of liberalization and privatization policies in six network industries of 30 OECD countries. We unbundle liberalization and privatization reforms and study their simultaneous determination in a two-equation model. Our findings unveil that...

Eighty-two percent of public firms have golden parachutes (or “chutes”) under which CEOs and senior officers may be paid tens of millions of dollars upon their employer's change in control. What justifies such extraordinary payouts?Much of the conventional analysis views chutes as excessive...

The primacy of the principal-agent model of corporate governance is largely undisputed in the existing law and economics literature. Contrary to the prevailing opinion, this Article contends that the bilateral agency paradigm fails to accurately describe the incentive problems arising in the...

This Article provides a theoretical foundation and practical guide for a new form of liability that has proven necessary in the Internet era: the tort of Reckless Association. This tort would hold de facto leaders of informal networks responsible when radicalized members of the network cause...