Sky Blog
Private equity has historically operated within a governance environment in which external capital-market scrutiny largely constrained sponsor behavior. In particular, credible “exit” events, such as initial public offerings or sales to genuinely independent acquirers, have served as recurring moments of …
A corporate governance revolution is underway. The conventional depiction of the U.S. capital markets has focused on the presence of large institutional shareholders and their substantial influence over the economy. But in the past two years, in response to political …
For over a century, Delaware’s dominance in corporate law has been credited to an expert judiciary, deep case law, a specialized bar, a responsive legislature, and relative insulation from interest-group politics. Recent legislative and jurisprudential events, however, have caused observers …
Delaware’s regime governing controlling shareholders relies on the courts’ ability to police conflicted transactions under the stringent “entire fairness” standard of review. In theory, judicial review under this standard allows judges to distinguish between fair transactions and those that are …
In a new paper, we present a novel theory of “purposeful enterprise” to explain why nonprofit enterprises survive and thrive. We define nonprofit enterprises as nonprofits that generate revenue primarily through operations rather than donations.[1] Patagonia, Novo Nordisk, IKEA, …
The growth and concentration of the investment management industry has captivated the scholarly community. Recent scholarship has focused on the “Big Three” investment managers — Vanguard, BlackRock, and State Street Global Advisors — and charted their rapid accumulation of assets …
What is the purpose of the corporation in society? Whose interests are corporate managers supposed to advance? How can corporate law and governance best promote social welfare? For the past 50 years, most scholars and business leaders would have answered …
In a forthcoming chapter, we explore the duality of corporate purpose, which reflects two sides of corporate law and governance. First, because each corporation must specify a purpose in its charter, corporate purpose can be understood at the level of …
Within the world of corporate governance, there has hardly been a more important recent development than the rise of the Big Three asset managers — Vanguard, State Street Global Advisors, and BlackRock. Due to the popularity of index funds and …
The corporation’s role in society is in flux. Previous generations saw government as an important bulwark against corporate harm. Today, by contrast, corporate America is thought to be a solution to government dysfunction around issues like inequality and the environment. …
What is the right governance framework for a public company? This question sits at the core of decades of empirical and theoretical research, and yet we still lack consensus on an answer. In particular, agency-cost essentialists support governance structures that …
For many years, law and economics scholars, as well as politicians and regulators, have debated whether corporate criminal enforcement deters too much beneficial corporate activity or lets corporate criminals off too easily. This debate has recently grown more polarized: On …
Mutual funds own approximately 30 percent of the U.S. equity market, and the Big Three fund families – Blackrock, Vanguard, and State Street – are the largest blockholders in the vast majority of large, publicly traded companies. This has made …