Table of Contents

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

About the Author

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.

Reviews

Bratton and McCaherys edited volume addresses todays most fundamental question regarding the governance of dispersed-ownership corporations: have private equity and activist hedge funds solved the problem of the separation of ownership from control? This remarkable collection of essays by the worlds leading corporate governance scholars will play a critical role in shaping the discussion in both academic and policy circles for many years to come.
*Merritt B. Fox, Michael E. Patterson Professor of Law, NASDAQ Professor for Law and Economics of Capital Markets, Columbia University Law School*

Hedge funds and private equity funds are the active governance agents of late. Bratton and McCahery have put together a collection of highly informative essays examining many aspects of the governance model adopted by these institutional investors: tactics, performance, economic consequences, as well as the regulatory framework in which they operate. The volume must be recommended to anyone interested in corporate governance.
*Mike Burkart, Gösta Olson Professor of Finance, Stockholm School of Economics*

Hedge fund activism and private equity have become central for corporate governance in recent years. This books collects impressive papers from some of the most prominent academics in the field, which is now richer for the editors and authors efforts.
*Mark J. Roe, David Berg Professor of Law, Harvard Law School*