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  • Corporate Governance
19 Feb 2019

The Logic and Limits of Stewardship Codes: The Case of Japan

Gen Goto

A stewardship code is a set of principles on how institutional investors should act as shareholders of companies in which they invest. Since the first such code was adopted by the Financial Reporting...

OBLB categories

  • Commercial Law
  • Corporate Finance
  • Corporate Governance
15 Feb 2019

The Costs and Benefits of Shareholder Democracy

Nickolay Gantchev | Mariassunta Giannetti

Firms with strong corporate governance are often likened to democracies. Through their proposals and votes, shareholders can determine the broad direction of a company. However, shareholder...

OBLB categories

  • Corporate Finance
  • Corporate Governance
  • Financial Regulation
14 Feb 2019

Sticking around Too Long? Dynamics of the Benefits of Dual-Class Voting

Roni Michaely | Hyunseob Kim

Both practitioners and academics generally have a dim view of dual-class share structures. For example, when Snap Inc. was preparing for its initial public offering (IPO) in 2017, CalPERS and other...

OBLB categories

  • Corporate Finance
  • Corporate Governance
  • Financial Regulation
08 Feb 2019

Director Bankruptcy Experience and Corporate Risk Taking

Radhakrishnan Gopalan | Todd A. Gormley | Ankit Kalda

In our paper ‘Director Bankruptcy Experience and Corporate Risk Taking’, we evaluate the extent to which a director’s corporate bankruptcy experience affects the policies their firms follow. We begin...
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OBLB categories

  • Competition/ Antitrust
  • Corporate Governance
  • Corporate Tax
06 Feb 2019

Putting Technology to Good Use for Society: The role of corporate, competition and tax law

John Armour, Faculty of Law | Ariel Ezrachi, Pembroke College | Luca Enriques, Faculty of Law | John Vella, Faculty of Law

Innovation and its main output, technology, are changing the way we work, socialise, vote, and live. New technologies have improved our lives and made firms more productive, overall raising living...

OBLB categories

  • Commercial Law
  • Corporate Governance
01 Feb 2019

Intermediation and Beyond

Jennifer Payne, Faculty of Law | Louise Gullifer QC (Hon), Harris Manchester College

Our recently published book Intermediation and Beyond , edited by Louise Gullifer and Jennifer Payne, is the result of a project run by the Commercial Law Centre at Harris Manchester College. The...

OBLB categories

  • Corporate Finance
  • Corporate Governance
  • M&A
31 Jan 2019

Universal Corporate Governance

Mikael Homanen | Hao Liang

A central issue in corporate governance literature is the extent to which ‘good’ governance practices are universal (one size mostly fits all) or instead depend on country and firm characteristics,...

OBLB categories

  • Commercial Law
  • Corporate Governance
29 Jan 2019

List Voting’s Travels: The Importance of Being Independent in the Boardroom

Maria Lucia Passador

In the field of shareholders’ voting rights, the protection of minority shareholders is an issue often raised with the need for corporate regulations to be inspired by democratic principles such as...

OBLB categories

  • Commercial Law
  • Corporate Governance
28 Jan 2019

What Is the Domain of Corporate Law? Legal, Cultural, Market, and Historical Contexts

Christopher M. Bruner

Judges, legislators, corporate practitioners, and scholars of business law all conduct their work based on some working conception of what “corporate law” is. Strangely, however, the question of what...

OBLB categories

  • Commercial Law
  • Corporate Governance
  • Financial Regulation
25 Jan 2019

The Hidden Dimension of Business Bankruptcy in Australia

Lucinda O'Brien | Ian Ramsay | Paul Ali

Our article entitled ‘The Hidden Dimension of Business Bankruptcy in Australia’ is the first empirically-based analysis of business bankruptcy to be conducted in Australia. It has two principal...

OBLB categories

  • Corporate Finance
  • Corporate Governance
24 Jan 2019

Auditing Reform: Myth and Reality

John Coffee

2018 witnessed an eruption of auditing scandals around the globe, but the political reaction has been uniquely intense in the U.K. The Labour Party has promised to ‘break up’ the Big Four, and the...

OBLB categories

  • Commercial Law
  • Corporate Governance
24 Jan 2019

Rethinking Group Company Liability

Martin Petrin | Barnali Choudhury

According to long-standing and fundamental English corporate law principles, limited liability applies in the context of group companies to the same extent as it does in stand-alone entities. As a...

OBLB categories

  • Corporate Governance
  • Financial Regulation
21 Jan 2019

Is it Worthwhile to Augment the Legal Protection of Public Debt Placed by Privately Held Companies?

Beni Lauterbach | Keren Bar Hava | Roi Katz

A considerable proportion of publicly traded corporate bonds comprises bonds of privately held firms (ie, firms whose equity is non-listed and does not trade over the counter). In our paper 'Is it...

OBLB categories

  • Commercial Law
  • Corporate Governance
17 Jan 2019

Corporate Founders’ Inventions and Duty of Loyalty to the Corporation

Marco Corradi

A large part of the literature dealing with corporate law & governance and innovation focuses on directors’ role in promoting, investing and coordinating innovation processes. Such an approach is...

OBLB categories

  • Corporate Governance
16 Jan 2019

‘Growth-oriented corporate governance’ and the roles of outside/independent directors in Japan

Gen Goto

Japan has reformed its corporate governance system in recent years, with a particular focus on the role of outside/independent directors. Roughly stated, an “outside director” under the Japanese...

OBLB categories

  • Commercial Law
  • Corporate Governance
15 Jan 2019

The Future of Reorganization Procedures in the Era of Pre-Insolvency Law

Aurelio Gurrea Martínez

Several countries and regions around the world, including Singapore, the United Kingdom, and the European Union are amending their restructuring framework to implement a pre-insolvency mechanism that...

OBLB categories

  • Corporate Governance
11 Jan 2019

Governance through Global Networks and Corporate Signalling

Oren Perez | Reuven Cohen | Nir Schreiber

Global governance is in crisis. The conventional treaty-based system is struggling to cope with the multiple challenges faced by global society. This failure is evident in various areas, including...

OBLB categories

  • Corporate Governance
04 Jan 2019

Say on Pay: Do Shareholders Care?

Carsten Gerner-Beuerle | Tom Kirchmaier

In our paper, we examine the impact of the enhanced executive remuneration disclosure rules introduced in the UK in 2013 on the voting behavior of shareholders. The new UK regime requires issuers to...

OBLB categories

  • Corporate Finance
  • Corporate Governance
20 Dec 2018

Regulating Bankruptcy Bonuses

Jared A. Ellias

In 2005, the perception that wealthy executives were being rewarded for failure led Congress to ban Chapter 11 debtors from paying ‘retention’ bonuses to senior managers. Prior to the reform,...

OBLB categories

  • Corporate Governance
13 Dec 2018

Germany’s Implementation of the Shareholder Rights Directive: On a Path to Failure?

Andreas Tarde

When the final version of the amended Shareholder Rights Directive came out last year, many scholars criticised the significant leeway that was left to national legislators in implementing its rules...

OBLB categories

  • Corporate Governance
  • M&A
12 Dec 2018

The Revlon Divergence: Evolution of Judicial Review of Merger Litigation

Brandon Mordue

In the United States, a significant majority of business entities incorporate in Delaware. That state’s law, therefore, applies in a great deal of litigation attacking actions taken by corporate...

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