Ronald J. Gilson
Meyers Professor of Law and Business, Stanford University

Alan Schwartz
Stem Professor of Law and Business, Columbia University; Sterling Professor of Law, Yale University

This paper was improved by comments made at a meeting of the Yale Law School Center for Corporate Law, a Corporate Governance Conference at Tel Aviv Law
School, and a law and economics workshop at the University of Pennsylvania Law School. Jennifer Arlen, Robert Daines, Jeffrey Gordon, Zohar Goshen, and Henry
Hansmann also made helpful suggestions.