Institutional Investor Activism

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.

• PART I. THE DISEMPOWERED SHAREHOLDER ; PART II. HEDGE FUND ACTIVISM ; A. PATTERNS AND POLICY QUESTIONS - DARK SIDES AND LIGHT SIDES ; B. OWNERSHIP STAKES, OPERATING RESULTS, AND FINANCIAL RETURNS ; C. STRATEGIC HOLDING VERSUS COLLECTIVE INTEREST: EMPTY VOTING AND BANKRUPTCY REORGANIZATION ; PART III. PRIVATE EQUITY AND CORPORATE GOVERNANCE ; A. STRUCTURE AND MOTIVATION ; B. HOW HAS PRIVATE EQUITY PERFORMED? ; PART IV. THE REGULATORY FRAMEWORK ; A. STRUCTURAL TREATMENT OF HEDGE FUNDS AND PRIVATE EQUITY: INVESTOR PROTECTION AND SYSTEMIC RISK ; B. REGULATION AND THE COSTS AND BENEFITS OF SHAREHOLDER ACTIVISM ; C. LAW REFORM: THE BURDEN OF PERSUASION