The theoretical literature on security-voting structure can be organized around three
questions: What impact do nonvoting shares have on takeover outcomes? How does …

In many countries, poorly functioning bankruptcy procedures force viable but insolvent firms
to restructure out of court, where banks may have a bargaining advantage over other …

This article analyses how outsiders, such as bidders or activist investors, overcome the lack
of coordination and information among dispersed shareholders. We identify the two basic …

We explore how allowing votes to be traded separately of shares may affect the efficiency of
corporate control contests. Our basic set-up and the nature of the questions continue the …

The proposal by the European Commission (EC) to establish shareholder democracy and
mandate the one-share-one-vote (1S1V) rule has drawn much attention and controversy. In …

This paper studies the advisory role of the board of directors in takeovers. I develop a model
in which the takeover premium and the ability of the target board to resist the takeover are …

Takeovers change corporate policies, affecting both firm value and externalities imposed on
various stakeholders. How, if at all, do shareholders, bidders and incumbents respond to …

We study a standard real-option problem in which sequential decisions are made through
voting by a group of members with heterogeneous beliefs. We show that, when facing both …

In a canonical takeover model we let an informed large shareholder choose between
making a bid or initiating a sale to another acquirer. Such takeover activism complements …

Do freeze-out mergers mitigate the free-rider problem of corporate takeovers? We study this
question in a tender offer model with finitely many shareholders. Under a freeze-out merger …