Institutional investors and corporate governance

We provide a comprehensive overview of the role of institutional investors in corporate governance with three main components. First, we establish new stylized facts documenting the evolution and importance of institutional ownership. Second, we provide a detailed characterization of key aspects of the legal and regulatory setting within which institutional investors govern portfolio firms. Third, we synthesize the evolving response of the recent theoretical and empirical academic literature in finance to the emergence of institutional investors in corporate governance. We highlight how the defining aspect of institutional investors – the fact that they are financial intermediaries – differentiates them in their governance role from standard principal blockholders. Further, not all institutional investors are identical, and we pay close attention to heterogeneity amongst institutional investors as blockholders

Venture capital-backed firms, unavoidable value-destroying trade sales, and fair value protections

This paper investigates the implications of the fair value protections contemplated by the standard corporate contract (i.e., the standard contract form for which corporate law provides) for the entrepreneur–venture capitalist relationship, focusing, in particular, on unavoidable value-destroying trade sales. First, it demonstrates that the typical entrepreneur–venture capitalist contract does institutionalize the venture capitalist’s liquidity needs, allowing, under some circumstances, for counterintuitive instances of contractually-compliant value destruction. Unavoidable value-destroying trade sales are the most tangible example. Next, it argues that fair value protections can prevent the entrepreneur and venture capitalist from allocating the value that these transactions generate as they would want. Then, it shows that the reality of venture capital-backed firms calls for a process of adaptation of the standard corporate contract that has one major step in the deactivation or re-shaping of fair value protections. Finally, it argues that a standard corporate contract aiming to promote social welfare through venture capital should feature flexible fair value protections.info:eu-repo/semantics/publishedVersio

Regulation:Managing the Antinomies of Economic Vice and Virtue

In the quarter-century that SLS has been published, regulation has emerged as a new, and for many exciting, inter-disciplinary field. The concept itself requires a wider view of normativity than the narrow positivist one of law as command. It is certainly protean, ranging over many fundamental questions about the changing nature of the public sphere of politics and the state, and its interactions with the ‘private’ sphere of economic activity and social relations, as well as the mediation of these interactions, especially through law. This survey aims to outline and evaluate some of the main contours of the field as it has developed in this recent period, focusing on the regulation of economic activity. Regulation is seen as having emerged with the withdrawal by governments from direct provision of many economic and social services, to be replaced by corporatist bureaucracies and quasi-public agencies managing the complex public-private interactions of financialised capitalism. The arguments for ‘smart’ regulation have, in an era fixated on neo-liberalism, generally legitimised delegation of responsibility to big business. Its advocates, having been drawn into policy fields, have perhaps too often lost their critical edge, and allowed it to become instrumentalised, reflecting the technicist character of its practice