Found 19 article(s) for author 'Lucian Bebchuk'

The Agency Problems of Institutional Investors

The Agency Problems of Institutional Investors. Lucian Bebchuk, Summer 2017, Paper, “Financial agency result from problems economics the dispersion between and corporate of  corporate ownership governance managers in large have publicly and long shareholders traded focused corpora- on that the Financial agency problems between corporate managers and shareholders that result from the dispersion of ownership in large publicly traded corporations. In this paper, we focus on how the rise of institutional investors over the past several decades has transformed the corporate landscape and, in turn, the governance problems of the modern corporation. The rise of institutional investors has led to increased concentration of equity ownership, with most public corporations now having a substantial proportion of their shares held by a small number of institutional investors. At the same time, these institutions are controlled by investment managers, which have their own agency problems vis-à-vis their own beneficial investors. These agency problems are the focus of our analysis.Link

Tags: , , ,

The Untenable Case for Perpetual Dual-Class Stock

The Untenable Case for Perpetual Dual-Class Stock. Lucian Bebchuk, June 2017, Paper, “The desirability of a dual-class structure, which enables founders of public companies to retain a lock on control while holding a minority of the company’s equity capital, has long been the subject of a heated debate. This debate has focused on whether dual-class stock is an efficient capital structure that should be permitted at the time of initial public offering (“IPO”). By contrast, we focus on how the passage of time since the IPO can be expected to affect the efficiency of such a structure.Link

Tags: , , ,

Independent Directors and Controlling Shareholders

Independent Directors and Controlling Shareholders. Lucian Bebchuk, May 2017, Paper, “This Article is part of the research of the Controlling Shareholders Project of the Harvard Law School Program on Corporate Governance. The Article was partly written while Hamdani was a visiting professor at Harvard Law School during the fall of 2015. As detailed below, during the years 2006–2008 and 2011–2012, the authors contributed to reforming Israeli corporate law in directions advocated in this Article, and this Article draws on the authors’ work and experience in connection with those reforms.Link

Tags: , , ,

The Untenable Case for Perpetual Dual-Class Stock

The Untenable Case for Perpetual Dual-Class Stock. Kobi Kastiel, Lucian Bebchuk, April 24, 2017, Paper, “We recently placed on SSRN our study, The Untenable Case for Perpetual Dual-Class Stock. The study, which will be published by the Virginia Law Review in June 2017, analyzes the substantial costs and governance risks posed by companies that go public with a long-term dual-class structure.  The long-standing debate on dual-class structure has focused on whether dual-class stock is an efficient capital structure that should be permitted at the time of initial public offering (“IPO”). By contrast, we focus on how the passage of time since the IPO can be expected to affect the efficiency of such a structure.Link

Tags: , , , , , , , , , , , , ,

The Long-Term Effects of Hedge Fund Activism

The Long-Term Effects of Hedge Fund Activism. Lucian Bebchuk, June 2015, Paper. “We test the empirical validity of a claim that has been playing a central role in debates on corporate governance–the claim that interventions by activist hedge funds have a negative effect on the long-term shareholder value and corporate performance. We subject this claim to a comprehensive empirical investigation, examining a long five-year window following activist interventions, and we find that the claim is not supported by the data…Link

Tags: , ,

Alibaba’s Governance Leaves Investors at a Disadvantage

Alibaba’s Governance Leaves Investors at a Disadvantage. Lucian Bebchuk, September 16, 2014, Opinion. “Wall Street is eagerly watching what is expected to be one of the largest initial public offering in history: the offering of the Chinese Internet retailer Alibaba at the end of this week. Investors have been described by the media as “salivating” and “flooding underwriters with orders.” It is important for investors, however, to keep their eyes open to the serious governance risks accompanying an Alibaba investment. Several factors combine to create such risks. For one, insiders have a permanent lock on control of the company…” Link

Tags: , ,

The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters

The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters. Lucian Bebchuk, September 4, 2014, Opinion. “In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. We are delighted to announce that, as reflected in the SEC’s webpage for comments filed on our petition, the SEC has now received more than a million comment letters regarding the petition…Link

Tags: , ,

Rethinking Basic

Rethinking Basic. Lucian Bebchuk, Allen Ferrell, April 2014, Paper. “In the Halliburton case, the United States Supreme Court is expected to reconsider the Basic ruling that, twenty-five years ago, adopted the fraud-on-the-market theory, which has since facilitated securities class action litigation. In this paper we seek to contribute to this reconsideration. We provide a conceptual and economic framework for a reexamination of the Basic rule, taking into account and relating our analysis to the Justices’ questions at the Halliburton oral argument. We show that, in contrast to claims made by the parties…” Link verified June 19, 2014

Tags: , ,

Still Running Away from the Evidence: A Reply to Wachtell Lipton’s Review of Empirical Work

Still Running Away from the Evidence: A Reply to Wachtell Lipton’s Review of Empirical Work. Lucian Bebchuk, March 5, 2014, Opinion. “In a 17-page memorandum issued by the law firm of Wachtell Lipton (Wachtell), Empiricism and Experience; Activism and Short-Termism; the Real World of Business, the firm’s founder Martin Lipton put forward new criticism of our empirical study, The Long-Term Effects of Hedge Fund Activism. Lipton’s critique is based on a review of a large number of works which, he asserts, back up empirically the view that our study questions…” Link verified June 19, 2014

Tags: , ,

Toward a Constitutional Review of the Poison Pill

Toward a Constitutional Review of the Poison Pill. Lucian Bebchuk, March 1, 2014, Paper. “We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape…” Link verified June 19, 2014

Tags: , , , , , , , , , , ,