SelectedWorks - Brian Broughman

Selected Works of Brian Broughman

Professor of Law

Works
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About Brian Broughman

Present	Professor of Law, Vanderbilt University Law School
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Law, Banking and Finance Law, and Commercial Law

Venture Capital,, Corporate Finance, Mergers and Acquisitions, Financial Contract Design, and Corporate Governance

Article

Fiduciary Law and the Preservation of Trust in Business Relationships

Fiduciaries and Trust: Ethics, Politics, Economics, and Law (2020)

Brian J Broughman, Elizabeth Pollman and D. Gordon Smith

This chapter explores the role of mandatory fiduciary obligations in preserving trust between business parties. Because contracts are inevitably incomplete, ...

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Article

Do Founders Control Start-up Firms that Go Public?

10 Harvard Business Law Review 49 (2020) (2020)

Brian Broughman and Jesse M. Fried

Black & Gilson (1998) argue that an IPO-welcoming stock market stimulates venture deals by enabling VCs to give founders a ...

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Article

After the Override: An Empirical Analysis of Shadow Precedent

Journal of Legal Studies (2017)

Brian J. Broughman and Deborah A. Widiss

Congressional overrides of prior judicial interpretations of statutory language are typically defined as equivalent to judicial overrulings, and they are ...

Article

CEO Side Payments in Mergers and Acquisitions

2017 Brigham Young University Law Review 67 (2017)

Brian J Broughman

In addition to golden parachutes, CEOs often negotiate for personal side-payments in connection with the sale of their firm. Side-payments ...

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Article

Delaware's Familiarity

52 San Diego Law Review 273 (2015) (2015)

Brian J Broughman and Darian M. Ibrahim

Why do corporations choose to incorporate in Delaware over other states? The existing literature primarily falls into two camps — ...

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Article

Carrots and Sticks: How VCs Induce Entrepreneurial Teams to Sell ...

98 Cornell Law Review 1319 (2013) (2013)

Brian J Broughman and Jesse M. Fried

Venture capitalists (VCs) usually exit their investments in a startup via a trade sale. But the entrepreneurial team – the ...

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Article

Independent Directors and Shared Board Control in Venture Finance

9 Review of Law and Economics 41 (2013) (2013)

Brian J Broughman

In most VC-backed firms neither the entrepreneurs nor the VC investors control the board. Instead control is typically shared with ...

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Article

Do VCs Use Inside Rounds to Dilute Founders? Some Evidence ...

18 Journal of Corporate Finance 1104 (2012). (2012)

Brian Broughman and Jesse Fried

In the bank-borrower setting, a firm's existing lender may exploit its positional advantage to extract rents from the firm in ...

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Article

Charity and Information: Correcting the Failure of a Disjunctive Social ...

43 University of Michigan Journal of Law Reform 871 (2010) (2010)

Brian Broughman and Robert Cooter

Charitable donations fund social goods that the state and markets undersupply. Despite widespread belief in the importance of private charity, ...

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Book

Investor Opportunism and Governance in Venture Capital

Books & Book Chapters by Maurer Faculty (2010)

Brian J Broughman

Professor Broughman's contribution, chapter 16, is titled "Investor Opportunism and Governance in Venture Capital."

Article

Renegotiation of Cash Flow Rights in the Sale of VC-Backed ...

95 Journal of Financial Economics 384 (2010). (2010)

Brian Broughman and Jesse Fried

Incomplete contracting theory suggests that VC cash flow rights - including liquidation preferences - may be subject to renegotiation. Using ...

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Article

The Role of Independent Directors in Startup Firms

2010 Utah Law Review 461 (2010) (2010)

Brian Broughman

This Article develops a new theory to explain the widespread use of independent directors in the governance of startup firms. ...

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Article

Charity, Publicity, and the Donation Registry

2 The Economists' Voice Article 4 (2005). (2005)

Brian Broughman and Robert Cooter

Many Americans donate little or nothing to charity, but according to Robert Cooter and Brian Broughman, our social environment is ...

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About Brian Broughman

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Featured Works (13)