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LEGAL IMPERATIVES IN CORPORATE RESTRUCTURING: ROLE OF STRATEGIC MANAGEMENT

This article is written by Lakshya Mahajan student of University of Petroleum and Energy Studies [UPES],Dehradun.


I. Introduction

Corporate restructuring is a complex process that involves significant changes in the organizational structure, operations, and strategy of a company. Strategic management plays a critical role in successfully navigating corporate restructuring by guiding the decision-making process and shaping the future direction of the company.[1] However, it is important to recognize that corporate restructuring is not solely a strategic exercise; it also encompasses various legal considerations that must be carefully addressed.[2] This paper explores the multifaceted role of strategic management in corporate restructuring, with a specific focus on the legal imperatives that organizations must consider.


Corporate restructuring often involves transactions and activities that are subject to a variety of legal frameworks and regulations. To ensure a smooth and legally sound restructuring process, organizations must have a comprehensive understanding of the legal landscape and comply with relevant laws.[3] Several key legal considerations come into play during corporate restructuring, including company law, securities law, contract law, antitrust and competition laws, employment laws, and regulatory laws.


Additionally, regulatory laws specific to the industry or sector in which the organization operates may also apply. Organizations must understand and comply with these regulations to navigate the specific legal requirements and constraints of their industry.

By integrating strategic management principles with a thorough understanding of the legal landscape, organizations can navigate the complexities of corporate restructuring while minimizing legal risks, ensuring compliance, and protecting the interests of stakeholders. The collaboration between strategic management teams and legal experts is crucial to address legal considerations effectively and make informed decisions throughout the restructuring process.


II. Legal Framework for Corporate Restructuring

Corporate restructuring is subject to a range of legal principles and regulations that govern the process. These legal provisions and regulations serve as the foundation for ensuring the legality, transparency, and fairness of corporate restructuring activities.[4] Understanding and complying with these legal requirements is essential for a successful restructuring. Key legal provisions and considerations include:


§ Corporate Governance: Legal frameworks establish roles and responsibilities for directors, executives, and shareholders, ensuring accountability, transparency, and ethical conduct during restructuring. Company law provides the framework for corporate entities, covering formation, governance, and dissolution, including provisions for mergers, acquisitions, and reorganizations. Compliance with company law ensures the validity and legality of restructuring transactions.


§ Board of Directors: The board has a fiduciary duty to act in the best interests of the company and its shareholders. During restructuring, the board oversees strategic decisions, evaluates legal risks, and ensures compliance with applicable laws.


§ Internal Controls and Risk Management: Robust internal control systems and risk management frameworks are necessary to identify, assess, and mitigate legal risks associated with corporate restructuring. This involves monitoring legal compliance, maintaining accurate records, and conducting periodic internal audits.


§ Compliance Programs: Comprehensive compliance programs are essential to ensure adherence to laws and regulations. These programs should include policies, procedures, and training that address legal obligations during restructuring, promote ethical conduct, and mitigate legal risks.


§ Securities Laws: Securities laws regulate the issuance and trading of securities, protecting investors and ensuring market integrity. Compliance with securities laws is necessary when issuing or exchanging securities during restructuring, including fulfilling disclosure requirements, obtaining approvals, and safeguarding shareholder rights.


§ Contract Law: Contract law governs the formation, interpretation, and enforcement of contracts. In restructuring, organizations review and potentially renegotiate contracts with stakeholders such as suppliers, customers, and employees to ensure compliance and avoid breaches and disputes.


§ Antitrust and Competition Laws: These laws promote fair competition, prevent anti-competitive practices, and protect consumer interests. During restructuring, organizations assess the potential impact on market competition and comply with antitrust regulations, especially in mergers and acquisitions, obtaining necessary approvals to ensure compliance.


§ Employee-related Legal Considerations: Various legal considerations arise concerning employee terminations, benefits, collective bargaining agreements, and worker retraining and assistance. Compliance with labour laws and contractual obligations is crucial to protect employee rights during restructuring.[5]


By proactively understanding and addressing the legal framework surrounding corporate restructuring, organizations can navigate the process with compliance, mitigate risks, and safeguard the interests of stakeholders. This includes shareholders, employees, and business partners, ensuring a legally sound and ethical approach to restructuring.


III. Strategic Management's Role in Corporate Restructuring

Strategic management plays a critical role in corporate restructuring by guiding the decision-making process and shaping the future direction of the company.[6] It involves various aspects that are essential for a successful restructuring endeavour. The key components of strategic management in corporate restructuring include:


A. Development Of a Strategic Vision and Objectives

In the initial stages of corporate restructuring, strategic management is responsible for developing a clear vision and objectives that align with the company's long-term goals.[7] This involves considering both financial and non-financial factors, such as market conditions, competitive landscape, and regulatory environment. Strategic management teams analyse the company's strengths, weaknesses, opportunities, and threats (SWOT analysis) to identify areas that require restructuring and define the desired outcomes of the process.[8]


For example, strategic management may develop a vision to enhance operational efficiency, improve profitability, or expand into new markets. By setting specific objectives, such as achieving cost savings, optimizing the product portfolio, or enhancing market share, strategic management provides a framework for the restructuring effort.[9]


B. Identification and Evaluation of Restructuring Options

Strategic management teams play a crucial role in identifying and evaluating restructuring options available to the company. This involves conducting a comprehensive analysis to assess the feasibility, strategic fit, financial implications, legal considerations, and potential risks associated with each option.[10] The following steps are typically involved in this process:


§ Identifying potential restructuring options: Strategic management teams gather information and generate a list of potential restructuring options based on the company's specific needs and objectives.[11] This may include considering options such as mergers, acquisitions, divestitures, joint ventures, strategic alliances, or even internal restructuring measures.


§ Evaluating Strategic Fit: Each potential option is evaluated in terms of its strategic fit with the company's long-term goals and objectives.[12] This involves assessing how well a particular restructuring option aligns with the company's core competencies, market position, and growth strategy. The team analyses how the option would contribute to enhancing competitiveness, market share, profitability, or other strategic objectives.


§ Assessing financial implications: Strategic management teams analyse the financial implications of each restructuring option. This includes evaluating the potential costs, benefits, and synergies associated with the option. Financial analysis may involve estimating the impact on revenue, cost savings, profitability, cash flow, and return on investment. Consideration is given to factors such as potential dilution of ownership, debt restructuring, tax implications, and financing requirements.


§ Considering legal considerations: Legal considerations are an essential aspect of evaluating restructuring options.[13] Strategic management teams collaborate with legal experts to assess the legal framework, compliance requirements, and potential legal risks associated with each option. This includes considering relevant acts, laws, and regulations governing mergers and acquisitions, competition law, securities regulations, employment laws, and contractual obligations. Compliance with these legal requirements ensures that the restructuring process is carried out in a legally sound and compliant manner.


§ Identifying potential risks: Strategic management teams identify and assess the potential risks associated with each restructuring option. This includes evaluating risks related to regulatory compliance, market conditions, integration challenges, cultural differences (in the case of mergers or acquisitions), intellectual property rights, and potential legal disputes. The team develops risk mitigation strategies and contingency plans to address and minimize these risks.


§ Ranking and selecting the most suitable option: Based on the evaluation of each restructuring option, strategic management teams rank the options and select the most suitable one for the company. The decision takes into account the strategic fit, financial implications, legal considerations, and risk analysis conducted during the evaluation process.


By systematically identifying and evaluating restructuring options, strategic management teams can make informed decisions that align with the company's strategic objectives while considering the legal context and minimizing potential risks. This ensures that the chosen option is well-suited to drive the desired outcomes and long-term success of the organization.


C. Formulation of a Comprehensive Restructuring Plan

Once the evaluation of restructuring options is complete, strategic management teams proceed to formulate a comprehensive restructuring plan.[14] This plan serves as a roadmap for the implementation phase and provides a detailed framework for carrying out the restructuring process. The formulation of a restructuring plan involves the following key elements:


§ Defining restructuring objectives: The plan begins by clearly defining the objectives of the restructuring effort.[15] These objectives are based on the strategic vision identified earlier and encompass the desired outcomes of the restructuring process. For example, the objectives may include achieving cost efficiencies, optimizing operations, enhancing market competitiveness, or strengthening financial performance.


§ Setting specific targets and milestones: The restructuring plan sets specific targets and milestones that serve as benchmarks for measuring progress and success.[16] These targets may include financial metrics, operational performance indicators, market share goals, or other relevant key performance indicators. The plan establishes timelines and deadlines for achieving these targets, providing a clear timeline for the restructuring process.


§ Allocating resources: The restructuring plan outlines the allocation of resources required for the implementation of the restructuring activities. This includes financial resources, human resources, technology, and other necessary assets. Resource allocation takes into account the estimated costs associated with the restructuring process, including expenses related to legal and professional services, communication, employee transition, technology upgrades, and any other relevant costs.


§ Addressing legal obligations and compliance: The restructuring plan incorporates legal obligations and compliance requirements to ensure that the restructuring process adheres to applicable laws, acts, and regulations. This involves considering legal provisions related to corporate governance, securities regulations, labour and employment laws, contractual obligations, and any other relevant legal considerations. The plan outlines the necessary steps to ensure compliance and mitigate potential legal risks.


§ Identifying key stakeholders and communication strategies: The restructuring plan identifies the key stakeholders involved in the process, such as employees, shareholders, customers, suppliers, and regulatory authorities.[17] It outlines the communication strategies and channels to effectively engage and inform stakeholders about the restructuring activities. Transparent and timely communication is essential to manage expectations, address concerns, and maintain trust during the restructuring process.


§ Risk assessment and mitigation: The restructuring plan includes a comprehensive assessment of potential risks and challenges that may arise during the implementation phase. This involves identifying risks related to operational disruptions, legal disputes, employee resistance, financial constraints, market volatility, or any other relevant risks. The plan outlines risk mitigation strategies and contingency plans to address and minimize these risks.


§ Monitoring and evaluation: The restructuring plan incorporate mechanisms for monitoring and evaluating the progress of the restructuring process. This includes establishing regular reporting mechanisms, performance tracking, and periodic assessments to ensure that the restructuring activities are on track and aligned with the defined objectives. Adjustments and modifications to the plan can be made based on the monitoring and evaluation results.


By formulating a comprehensive restructuring plan, strategic management teams provide a structured and organized approach to implementing the chosen restructuring option. The plan acts as a guide for decision-making, resource allocation, compliance with legal obligations, and effective communication with stakeholders. It enhances the chances of a successful restructuring process by providing clarity, direction, and accountability throughout the implementation phase.


D. Implementation of the Restructuring Plan

The implementation phase of the restructuring plan is a critical stage that requires close collaboration between strategic management, legal teams, and other relevant stakeholders.[18] Strategic management takes a leadership role in overseeing and guiding the execution of the plan while ensuring compliance with legal obligations and mitigating potential legal risks. The implementation process involves the following key aspects:


§ Execution of restructuring activities: Strategic management teams coordinate and facilitate the execution of the restructuring activities outlined in the plan.[19] This may involve various tasks such as mergers or acquisitions, divestitures, organizational restructuring, process improvements, workforce realignment, or other strategic initiatives. The implementation phase involves managing the timeline, resources, and coordination among different departments or teams involved in the restructuring process.


§ Legal compliance: Throughout the implementation phase, strategic management teams work closely with legal experts to ensure compliance with applicable acts, laws, and regulations.[20] They actively monitor and address legal considerations and requirements associated with contractual obligations, employment laws, antitrust regulations, intellectual property rights, data protection laws, environmental regulations, and any other relevant legal frameworks. By proactively considering and addressing legal implications, strategic management minimizes legal risks and potential disruptions to the restructuring process.


§ Stakeholder management and communication: Strategic management plays a vital role in managing stakeholders' expectations and facilitating effective communication throughout the implementation phase.[21] They engage with key stakeholders, including employees, shareholders, customers, suppliers, and regulatory authorities, to provide updates, address concerns, and maintain transparency. Effective communication helps build trust, manage resistance to change, and ensure alignment with the restructuring objectives.


§ Monitoring and adjustment: Strategic management teams continuously monitor the progress and outcomes of the restructuring implementation. They assess whether the actual results align with the defined targets and milestones set in the restructuring plan. Regular monitoring allows for early identification of potential issues or deviations from the plan, enabling timely adjustments and corrective actions to keep the restructuring process on track.


§ Risk mitigation: Strategic management teams remain vigilant in identifying and mitigating potential risks that may arise during the implementation phase. They proactively address operational, financial, legal, or other risks that could impact the success of the restructuring process. This involves revisiting risk mitigation strategies outlined in the restructuring plan, adapting them to changing circumstances, and implementing measures to minimize or eliminate potential risks.


§ Evaluation and feedback: As the restructuring plan is implemented, strategic management teams collect feedback, assess the effectiveness of the implemented measures, and evaluate the overall impact of the restructuring process. They analyse the outcomes, compare them against the defined objectives, and identify lessons learned. The evaluation process provides valuable insights for future decision-making and continuous improvement in the strategic management of corporate restructuring.


By overseeing the implementation of the restructuring plan and considering legal obligations and risks, strategic management ensures that the restructuring process proceeds smoothly, in compliance with applicable laws, and with minimized disruptions. Their active involvement, collaboration with legal experts, stakeholder management, and ongoing monitoring and adjustment contribute to the successful execution of the restructuring plan and the achievement of the desired outcomes.


IV. Legal Considerations in Strategic Decision-Making

Strategic decision-making in corporate restructuring necessitates careful consideration of various legal aspects to ensure compliance with applicable laws, mitigate potential risks, and protect the interests of stakeholders.[22] The following legal considerations are crucial in guiding strategic decision-making:


§ Compliance with regulatory requirements: Strategic management must ensure compliance with relevant laws and regulatory requirements throughout the restructuring process[23]. This includes obtaining necessary approvals or permits from government authorities or regulatory bodies. Compliance may involve adhering to specific procedures, disclosure obligations, or filing requirements as mandated by applicable acts, laws, or regulations.


§ Protection of stakeholders' rights and interests: Strategic decision-making should prioritize the protection of stakeholders' rights and interests.[24] This includes safeguarding the rights of shareholders, employees, customers, suppliers, and other relevant parties affected by the restructuring. Legal obligations such as fiduciary duties owed to shareholders, labour laws protecting employees' rights, and consumer protection laws must be considered and upheld during the decision-making process.


§ Mitigation of legal risks and liabilities: Strategic management teams must identify and mitigate potential legal risks associated with the restructuring.[25] This involves conducting a thorough legal risk assessment, which may encompass evaluating contractual obligations, intellectual property rights, potential litigation risks, antitrust considerations, or compliance with environmental regulations. Proactive measures should be implemented to address and mitigate these risks to minimize potential legal liabilities.


§ Consideration of contractual obligations and agreements: Strategic decision-making requires a careful assessment of existing contracts, leases, and agreements to ensure that the restructuring does not breach any contractual provisions. This includes reviewing contracts with suppliers, customers, employees, or other parties to determine the impact of the restructuring and any necessary steps to maintain compliance. If required, strategic management may need to renegotiate terms, seek consent from relevant parties, or properly terminate contracts in accordance with legal requirements.


§ Engagement of legal counsel: To navigate the complex legal landscape, strategic management should engage legal counsel with expertise in corporate restructuring[26]. Legal experts can provide guidance on the legal implications of strategic decisions, ensure compliance with applicable laws and regulations, draft or review legal documents, and provide advice on risk mitigation strategies. Their involvement helps to safeguard the company's interests and enhance the legal soundness of strategic decision-making.


By considering these legal aspects in strategic decision-making, strategic management can ensure compliance, protect stakeholders' rights, mitigate legal risks, and facilitate a smooth and legally sound restructuring process. Engaging legal counsel early in the process and conducting comprehensive legal due diligence allows for proactive management of legal considerations and contributes to the overall success of the restructuring efforts.


V. Collaboration between Legal and Strategic Management Teams

Effective collaboration between the legal and strategic management teams is crucial for a successful corporate restructuring process. This collaboration ensures that legal considerations are seamlessly integrated into the decision-making process, leading to a restructuring effort that is both strategically sound and legally compliant. By working together, these teams can leverage their respective expertise to navigate the complexities of the legal landscape and address the unique challenges posed by corporate restructuring. Some important aspects of this collaboration include:


A. Importance of interdisciplinary collaboration

The collaboration between legal experts and strategic management professionals involves close communication and cooperation[27]. This interdisciplinary approach allows for the integration of legal considerations into strategic decision-making. By leveraging the expertise of both teams, a comprehensive understanding of the legal landscape can be achieved, leading to informed and legally sound restructuring strategies.[28] This collaboration also promotes a shared understanding of the business objectives and legal requirements, enhancing the effectiveness of the restructuring process.


B. Communication and coordination between legal and strategic management teams

Regular and open communication between legal and strategic management teams is vital throughout the corporate restructuring process. This ensures that strategic objectives are aligned with legal requirements and that any legal concerns or issues are promptly addressed. Effective coordination between the teams allows for the identification and resolution of legal implications at each stage of the restructuring. By maintaining a collaborative approach, potential legal risks can be mitigated, and legal compliance can be upheld.


C. Legal input in strategic decision-making

Involving legal experts in key decision-making processes is essential to ensure that strategic decisions align with legal requirements and minimize legal risks. Legal professionals provide valuable input by assessing potential legal implications, identifying compliance obligations, and evaluating the legality of proposed restructuring strategies. Their expertise helps strategic management teams make informed decisions that balance business objectives with legal considerations. By integrating legal perspectives into strategic decision-making, companies can navigate complex legal landscapes and make informed choices that support the successful execution of the restructuring plan.[29]


D. Addressing legal challenges during the restructuring process

Collaborative efforts between legal and strategic management teams are crucial for effectively addressing legal challenges that may arise during the implementation of the restructuring plan. This includes identifying and overcoming regulatory hurdles, ensuring compliance with applicable laws and regulations, and addressing stakeholder objections or legal disputes. By working together, legal and strategic management teams can develop strategies to mitigate legal risks, find solutions to legal challenges, and minimize disruptions to the restructuring process. Their collective expertise and collaborative approach contribute to the successful execution of the restructuring plan within the bounds of the law.


E. Culture of compliance and ethical conduct

Collaboration between legal and strategic management teams fosters a culture of compliance and ethical conduct throughout the restructuring process. By integrating legal considerations into decision-making, organizations demonstrate their commitment to conducting business within the boundaries of the law. This commitment promotes transparency, accountability, and integrity, enhancing the organization's reputation and maintaining stakeholder trust. Additionally, a strong culture of compliance and ethical conduct mitigates the risk of legal violations, regulatory penalties, and reputational damage, ensuring the long-term success and sustainability of the organization.


By fostering collaboration between legal and strategic management teams, companies can effectively navigate the legal complexities of corporate restructuring. This collaboration ensures that strategic decisions are legally compliant, mitigates legal risks, and supports the overall success of the restructuring efforts. The integration of legal expertise into the decision-making process enhances the company's ability to achieve its strategic objectives while adhering to applicable laws and regulations.


VI. Case Studies: Successful Examples of Strategic Management in Corporate Restructuring


Examining real-world case studies can provide valuable insights into the role of strategic management in corporate restructuring. Two examples are:


§ Example 1: Company A's transformation through strategic restructuring: Analysing how Company A effectively utilized strategic management principles and navigated the legal landscape to achieve successful restructuring, including the legal provisions and strategies employed.


§ Example 2: Legal implications and strategic decisions in Company B's restructuring: Exploring the legal challenges faced by Company B during its restructuring process and examining how strategic management decisions were influenced by the legal context.


The following case studies demonstrate how strategic management influences legal outcomes and shapes the direction of companies, emphasizing the need for effective collaboration between strategic management and legal teams during corporate restructuring processes:


§ Case Study 1: Revlon Inc. v. MacAndrews & Forbes Holdings Inc. (1985)

In this case, Revlon Inc., a cosmetics company, was involved in a sale or change in control situation. The Delaware Supreme Court held that when a company is in the process of a sale, the directors' fiduciary duty shifts to maximize shareholder value. The court emphasized that once a company enters into a transaction that will result in a change of control, the board's primary obligation is to seek the best value reasonably available to the shareholders. This case established the "Revlon duty" and underscored the role of strategic management in ensuring decisions align with shareholder interests during corporate transactions.[30]


§ Case Study 2: Paramount Communications Inc. v. Time Inc. (1989)

This case involved a high-profile takeover battle between Paramount Communications and Time Inc., two prominent media companies. The Delaware Supreme Court ruled that in the face of a hostile takeover bid, the directors' fiduciary duty is to maximize shareholder value. The court emphasized that directors must evaluate competing acquisition offers with the objective of achieving the best value for shareholders. It highlighted the importance of strategic decision-making and the fiduciary duties of directors in considering the long-term interests of the company and its stakeholders.[31]


§ Case Study 3: eBay Inc. v. Newmark (2005)

The case between eBay and Craigslist involved a dispute over strategic decisions made by eBay as a minority shareholder in Craigslist. The Delaware Chancery Court ruled that eBay's directors had not breached their fiduciary duties by making strategic choices that protected the company's value and advanced its objectives. The court recognized the importance of board independence and the ability of directors to make strategic decisions to preserve corporate value. This case highlighted the interplay between strategic management and legal considerations in corporate restructuring.[32]


These case studies provide valuable insights into how strategic management influences legal outcomes and shapes corporate restructuring. They demonstrate the need for strategic decision-making to align with shareholder interests, evaluate competing offers, and protect corporate value, as affirmed by the judgments in each case.


VII. Conclusion

Strategic management is a critical factor in corporate restructuring, with the legal context providing the necessary framework for decision-making. Throughout the process, adherence to legal provisions and considerations is of utmost importance to ensure a smooth and legally compliant restructuring. By carefully navigating the legal landscape, companies can mitigate potential risks, protect stakeholders' rights, and achieve their strategic objectives.


The role of strategic management in corporate restructuring begins with the development of a strategic vision and objectives[33]. By defining the goals and direction of the restructuring effort, taking into account financial and non-financial considerations, companies can set a clear path for success. This involves evaluating and selecting the most suitable restructuring options, such as mergers, acquisitions, divestitures, or strategic alliances, through a comprehensive analysis that considers strategic fit, financial implications, and legal considerations.[34]


Formulating a comprehensive restructuring plan is the next crucial step. This plan outlines specific steps, timelines, and resource allocation required for the restructuring process. It serves as a roadmap, ensuring that legal obligations are met, compliance with applicable laws and regulations is maintained, and potential legal risks are mitigated. Collaboration between legal and strategic management teams is essential during this phase to address any legal challenges and ensure the plan's effectiveness.[35]


The implementation of the restructuring plan requires close coordination between legal and strategic management teams. Compliance with regulatory requirements, protection of stakeholders' rights and interests, mitigation of legal risks and liabilities, and consideration of contractual obligations and agreements are all integral components of this process. By involving legal experts and integrating legal considerations into strategic decision-making, companies can navigate legal complexities and achieve successful outcomes.[36]


Real-world case studies further demonstrate the critical role of strategic management in corporate restructuring. Landmark cases, such as Revlon Inc. v. MacAndrews & Forbes Holdings Inc., Paramount Communications Inc. v. Time Inc., and eBay Inc. v. Newmark, highlight how strategic decisions can significantly influence legal outcomes and shape the direction of companies. These cases underscore the need for effective collaboration between legal and strategic management teams to align strategic objectives with legal requirements, evaluate competing offers, protect corporate interests, and consider the long-term interests of stakeholders.


By understanding and complying with legal provisions, considering contractual obligations, and protecting stakeholders' rights, companies can navigate the complexities of corporate restructuring successfully. Collaboration between legal and strategic management teams ensures a comprehensive approach that aligns strategic decision-making with legal considerations. By integrating strategic management principles with legal expertise, companies can navigate the legal landscape, mitigate risks, and achieve successful outcomes in their restructuring endeavours.



VIII. References


ü Grant, R. M. (2016). Contemporary Strategy Analysis: Text and Cases. John Wiley & Sons.

ü Hill, C. W. L., Jones, G. R., & Schilling, M. A. (2016). Strategic Management: Theory: An Integrated Approach. Cengage Learning.

ü Pearce, J. A., & Robinson, R. B. (2017). Strategic Management: Formulation, Implementation, and Control. McGraw-Hill Education.

ü Hitt, M. A., Ireland, R. D., & Hoskisson, R. E. (2016). Strategic Management: Concepts and Cases: Competitiveness and Globalization. Cengage Learning.

ü Johnson, G., Whittington, R., & Scholes, K. (2017). Exploring Strategy: Text and Cases. Pearson.

ü Eisenhardt, K. M., & Sull, D. N. (2001). Strategy as Simple Rules. Harvard Business Review, 79(1), 106-116.

ü Zingales, L. (2015). Corporate Governance and Crony Capitalism. Journal of Economic Perspectives, 29(1), 3-20.

ü Coffee, J. C. (2012). Understanding Enron: It's About the Gatekeepers, Stupid. Business Lawyer, 58(4), 1403-1432.

Agrawal, A., Knoeber, C. R., & Tsoulouhas, T. (2015). Are Outsiders Handicapped in CEO Successions? Journal of Corporate Finance, 30, 202-

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