Institutional Investor Activism Hedge Funds and Private Equity, Economics and Regulation

by Bratton, William; McCahery, Joseph A.

• ISBN13: 9780198723936
• ISBN10: 0198723938
• Format: Hardcover
• Copyright: 2015-10-13
• Publisher: Oxford University Press

Author Biography

William Bratton, Nicholas F. Gallicchio Profesor of Law and Co-Director, Institute for Law & Economics, University of Pennsylvania Law School,Joseph A. McCahery, Program Director of Finance and Law at Duisenberg School of Finance, Professor of International Economic Law, Tilburg University Law School and TILEC

William Bratton is Nicholas F. Gallicchio Professor of Law and Co-Director of the Institute for Law & Economics at the University of Pennsylvania Law School. He is recognized internationally as a leading writer on business law. He brings an interdisciplinary perspective to a wide range of subject matters that encompass corporate governance, corporate finance, accounting, corporate legal history, and comparative corporate law. His work has appeared in the California, Cornell, Michigan, Northwestern, Pennsylvania, Southern California, Stanford, and Virginia law reviews, and the Duke and Georgetown law journals amoung others. His book, Corporate Finance: Cases and Materials (Foundation Press, 7th ed. 2012), is the leading law school text on the subject. Bratton is a Research Associate of the European Corporate Governance Institute. In 2009, he was installed as the Anton Philips Professor at the Faculty of Law of Tilburg University, the fifth American academic to hold the chair.

Joseph A. McCahery is Professor of International Economic Law at TILEC and Tilburg University School of Law. He is Program Director of the Finance and Law programs at Duisenberg school of finance. Previously, he held the Goldschmidt Visiting Chair of Corporate Governance at the Solvay Business School of the University of Brussels and Chair in Corporate Governance and Innovation at the University of Amsterdam Faculty of Business and Economics. He is co-director of the Amsterdam Center for Corporate Finance. He has contributed to the literature on banking and securities law, corporate law, corporate governance, the political economy of federalism, and taxation and has published in a wide range of top academic journals. He is a Research Associate of the European Corporate Governance Institute. He has served as a legal expert for the Centre for European Policy Studies, Monitoring Committee Corporate Governance, The Netherlands Ministry of Finance, OECD, and other governmental organizations.

Table of Contents

1. Introduction, William W. Bratton and Joseph A. McCahery
Part I. The Disempowered Shareholder
2. The Evolution of Shareholder Activism in the United States, Stuart Gillan and Laura T. Starks
3. The Myth of the Shareholder Franchise, Lucian A. Bebchuk
4. Shareholder Activism through Proxy Proposals: The European Perspective, Peter Cziraki, Luc Renneboog and Peter G. Szilagyi
Part II. Hedge Fund Activism
A. Patterns and Policy Questions - Dark Sides and Light Sides
5. Hedge Funds in Corporate Governance and Corporate Control, Marcel Kahan and Edward Rock
6. The Rise and Fall (?) of Shareholder Activism by Hedge Funds, John Armour and Brian Cheffins
B. Ownership Stakes, Operating Results, and Financial Returns
7. Returns to Shareholder Activism: Evidence from a Clinical Study of the Hermes Focus Fund, Marco Becht, Julian Franks, Colin Mayer and Stefano Rossi
8. Hedge Fund Activism, Corporate Governance and Corporate Performance, Alon Brav, Wei Jiang, Frank Partnoy and Randall Thomas
9. Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors, April Klein and Emanuel Zur
C. Strategic Holding versus Collective Interest: Empty Voting and Bankruptcy Reorganization
10. Debt, Equity and Hybrid Decoupling: Corporate Governance and Systemic risk Implications, Henry T.C. Hu and Bernard S. Black
11. Common Pools, Common Disasters and the Anti-Commons: Hedge Fund Activity in Corporate Reorganizations, Douglas Baird and Robert K. Rasmussen
12. Hedge Funds and Chapter 11, Wei Jiang, Kai Li and Wei Wang
Part III. Private Equity and Corporate Governance
A. Structure and Motivation
13. Leveraged Buyouts and Private Equity, Steven N. Kaplan and Per Stromberg
B. How has Private Equity Performed?
14. Performance of Buyout Funds Revisited, Ludovic Phalippou
Part IV. The Regulatory Framework
A. Structural Treatment of Hedge funds and Private Equity: Investor Protection and Systemic Risk
15. Hedge Fund Regulation and Governance, Douglas Cumming, Na Dai, and Sofia A. Johan
16. The Limits of EU Hedge Fund Regulation, Dan Awrey
17. Recasting Private Equity Funds after the Financial Crisis: The End of 'Two and Twenty' and the Emergence of Co-Investment and Separate Account Arrangements, Joseph A. McCahery and Erik P.M. Vermeulen
B. Regulation and the Costs and Benefits of Shareholder Activism
18. The Law and Economics of Blockholder Disclosure, Lucian A. Bebchuk and Robert J. Jackson,Jr.
19. The Destructive Ambiguity of Federal Proxy Access, Jill E. Fisch
C. Law Reform: the Burden of Persuasion
20. The Case Against Shareholder Empowerment, William W. Bratton and Michael L. Wachter