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Precontractual Reliance
(University of Chicago Press, 2001)
During contractual negotiation, parties often make (reliance) expenditures that would increase the surplus should a contract be made. This paper analyzes decisions to invest in pre-contractual reliance under alternative ...
Using Options to Divide Value in Corporate Bankruptcy
(Elsevier, 2000)
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 ...
Corporate Political Speech: Who Decides?
(Harvard University, Harvard Law School, 2010)
The Supreme Court spoke clearly this Term on the issue of corporate political speech, concluding in Citizens United v. FEC that the First Amendment protects corporations’ freedom to spend corporate funds on indirect support ...
Shining Light on Corporate Political Spending
(Georgetown University Law Center, 2013)
This Article puts forward the case for Securities and Exchange Commission (SEC) rules requiring public companies to disclose their political spending. We present empirical evidence indicating that a substantial amount of ...
The Growth of Executive Pay
(Oxford University Press (OUP), 2005)
This paper examines both empirically and theoretically the growth of US executive pay during the period 1993–2003. During this period, pay has grown much beyond the increase that could be explained by changes in firm size, ...
The Case for Increasing Shareholder Power
(Harvard University, Harvard Law School, 2005)
This paper reconsiders the basic allocation of power between boards and shareholders in publicly traded companies with dispersed ownership. U.S. corporate law has long precluded shareholders from initiating any changes in ...
The Costs of Entrenched Boards
(Elsevier, 2005)
This paper investigates empirically how the value of publicly traded firms is affected by arrangements that protect management from removal. Staggered boards, which a majority of U.S. public companies have, substantially ...
Executive Pensions
(University of Iowa, College of Law, 2005)
This paper presents evidence of the extent to which omitting the value of pension benefits has undermined the accuracy of existing estimates of executive pay, its variability, and its sensitivity to performance.We study ...
Director Liability
(Delaware Law School of Widener College, 2006)
This article contains the edited transcript of a forum on personal liability of directors held at Harvard Law School in November 2005. Eleven panelists offer their diverse views and perspectives on this subject. The ...
Pay without Performance: Overview of the Issues
(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 ...