Even though financial reporting primarily falls within the scope of the CFO responsibilities, there is considerable evidence for the CEO's influence on corporate misreporting. Regulatory initiatives such as the Sarbanes-Oxley Act of 2002 have therefore increased the CEO's responsibility in the...

Early empirical studies find a negative association between firm performance and shareholder activism, whereas more recent studies document a positive association. We argue and theoretically show that this change in behavior results from mandating executive compensation disclosure. We develop a...

According to the rent-extraction hypothesis, weak corporate governance allows entrenched CEOs to capture the pay-setting process and benefit from events outside of their control - get paid for luck. In this paper, I find that the independence requirement imposed on boards of directors by the...

We examine the influence of proxy advisors on firms’ shareholder engagement behavior. Our analyses exploit a quasi-natural experiment using Say-On-Pay voting outcomes near a threshold that triggers a review of engagement activities by Institutional Shareholder Services (ISS). Firms receiving...

Institutional investors are highly dissatisfied with the quality of information that they receive about corporate governance policies and practices in the annual proxy. Across the board, they want proxies to be shorter, more concise, more candid, and less legal. The largest complaint involves...

This international empirical study analyses the relation between board transparency, CEO monitoring policy and financial performance. A unique dataset of, on average, 1211 companies from 25 different countries, as provided by international SiRi analysts over the years 2003-2007, enables us to...

This article investigates how the stock market reacts to the disclosure of internal control deficiencies under the Japanese Sarbanes-Oxley Act of 2006. Given the Japanese official agencies' attempts to minimize negative shocks, we find no stock market reactions on the whole to the disclosure of...

We document negative stock returns and elevated trading volumes around executives' early option exercise disclosures post-SOX but not pre-SOX. This stock price reaction is incomplete, and the negative stock price drift is smaller post-SOX compared to pre-SOX. We also show effects of media...

When there is high information asymmetry between directors and managers, independent directors do not have enough information to perform their functions. Only when faced with a good internal information environment can such directors acquire enough information to provide advice and monitor...

Sections 302 and 404 of the landmark Sarbanes-Oxley Act require firms to periodically assess and report control deficiencies to the audit committee as well as to the SEC. Section 302 specifically directs company management to identify and report control deficiencies while Section 404 provides...