Now showing items 1-18 of 18

    • Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups 

      Broughman, Brian; Fried, Jesse M. (Cornell Law School, 2013)
      Venture capitalists (VCs) usually exit their investments in a startup via a trade sale. But the entrepreneurial team – the startup’s founder, other executives, and common shareholders – may resist a trade sale. Such ...
    • Delaware Law as Lingua Franca: Theory and Evidence 

      Broughman, Brian; Fried, Jesse M.; Ibrahim, Darian (University of Chicago Press, 2012)
      Why would a firm incorporate in Delaware rather than in its home state? Prior explanations have focused on the inherent features of Delaware corporate law, as well as the positive network externalities created by so many ...
    • Do VCs use inside rounds to dilute founders? Some evidence from Silicon Valley 

      Broughman, Brian J.; Fried, Jesse M. (Elsevier BV, 2012)
      In the bank-borrower setting, a firm’s existing lender may exploit its positional advantage to extract rents from the firm in subsequent financings. Analogously, a startup’s existing venture capital investors (VCs) may ...
    • Excess-Pay Clawbacks 

      Fried, Jesse M.; Shilon, Nitzan (University of Iowa, College of Law, 2011)
      We explain why firms should have a policy requiring directors to recover “excess pay” – payouts to executives resulting from an error in compensation metrics (such as inflated earnings). We then analyze the clawback policies ...
    • Executory Contracts and Performance Decisions in Bankruptcy 

      Fried, Jesse M. (Duke University School of Law, 1996)
    • Firms Gone Dark 

      Fried, Jesse M. (University of Chicago Press, 2009)
      The securities laws currently permit certain firms to exit the mandatory disclosure system even though their shares are held by hundreds (or even thousands) of investors and continue to be publicly traded. Such exiting ...
    • Hands-Off Options 

      Fried, Jesse M. (Vanderbilt Law School, 2008)
      Executives' use of inside information and price manipulation to boost their trading profits hurts public investors. Each extra dollar pocketed by managers comes at the expense of public shareholders. This Article suggests ...
    • How to Tie Equity Compensation to Long-Term Results 

      Bebchuk, Lucian Arye; Fried, Jesse M. (Stern Stewart & Co., 2010)
      Companies, investors, and regulators around the world are now seeking to tie executives' payoffs to long-term results and avoid rewarding executives for short-term gains. Focusing on equity-based compensation, the primary ...
    • Informed Trading and False Signaling with Open Market Repurchases 

      Fried, Jesse M. (California Law Review Inc., 2005)
      Public companies in the United States and elsewhere increasingly use open market stock buybacks, rather than dividends, to distribute cash to shareholders. Academic commentators have emphasized the possible benefits of ...
    • Insider Trading via the Corporation 

      Fried, Jesse M. (University of Pennsylvania, 2014)
    • A New Approach to Valuing Secured Claims in Bankruptcy 

      Bebchuk, Lucian Arye; Fried, Jesse M. (Harvard University, Harvard Law School, 2001)
      In many business bankruptcies in which the firm is to be preserved as a going concern, one of the most difficult and important problems is that of valuing the assets that serve as collateral for secured creditors. Valuing ...
    • Option Backdating and Its Implications 

      Fried, Jesse M. (School of Law, Washington and Lee University, 2008)
      Thousands of US companies appear to have secretly backdated stock options. This paper analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of non-executive ...
    • Pay without Performance: Overview of the Issues 

      Bebchuk, Lucian Arye; Fried, Jesse M. (University of Iowa, College of Law, 2005)
      In our recent book, Pay without Performance, and in several accompanying and subsequent papers, we seek to provide a full account of how managerial power and influence have shaped executive compensation in publicly traded ...
    • Paying for Long-Term Performance 

      Bebchuk, Lucian Arye; Fried, Jesse M. (University of Pennsylvania, 2010)
      Firms, investors, and regulators around the world are now seeking to ensure that the compensation of public company executives is tied to long-term results, in part to avoid incentives for excessive risk taking. This Article ...
    • Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay 

      Fried, Jesse M. (2011)
      This Article identifies a cost to public investors of tying executive pay to the future value of a firm’s stock - even its long-term value. In particular, such an arrangement can incentivize executives to engage in share ...
    • The Uneasy Case for Favoring Long-Term Shareholders 

      Fried, Jesse M. (Yale Law School, 2015)
      This paper challenges a persistent and pervasive view in corporate law and corporate governance: that a firm’s managers should favor long-term shareholders over short-term shareholders, and maximize long-term shareholders’ ...
    • What Courses Should Law Students Take? Harvard’s Largest Employers Weigh In 

      Coates, John; Fried, Jesse M.; Spier, Kathryn E. (2014-09-18)
      We report the results of an online survey, conducted on behalf of Harvard Law School, of 124 practicing attorneys at major law firms. The survey had two main objectives: (1) to assist students in selecting courses by ...