Outside directors have incentives to resign to protect their reputation or to avoid an increase in their workload when they anticipate that the firm on whose board they sit will perform poorly or disclose adverse news. We call these incentives the dark side of outside directors. We find strong...

Using an index which increases as a firm adopts more governance attributes, we find that 12.7% of foreign firms have a higher index than matching U.S. firms. The best predictor for whether a foreign firm adopts more governance attributes than a comparable U.S. firm is whether the firm comes from...

Chinese data enable investigation of the relationship between underpricing of initial public offerings (IPOs) and legal protection with controlling for time-invariant characteristics of regions. Our investigation of Chinese IPOs between 1997 and 2009 shows that firms from a province with more...

Purpose – The purpose of this paper is to examine the effect of the passage of the Sarbanes-Oxley Act (SOX) on a number of governance and governance-related characteristics, such as board structure and committee composition, as well as the effect of those changes (if any) on both accounting...

This article analyzes the manifold situations in which the efficient-market hypothesis (EMH) has influenced—or has failed to influence—federal securities regulation and state corporate law, and the prospective roles for the EMH in these contexts. In federal securities regulation, the EMH has...

In the last dozen years, economists have produced a considerable body of research suggesting that the historical origin of a country’s laws is highly correlated with a broad range of its legal rules and regulations, as well as with economic outcomes. Much of this research has dealt with rules...

This Paper provides an overview of the main theoretical elements and empirical underpinnings of a ‘managerial power’ approach to executive compensation. Under this approach, the design of executive compensation is viewed not only as an instrument for addressing the agency problem between...

The paper presents the actual ownership structure of public companies in Bulgaria on the basis of a survey of 104 companies traded on the Bulgarian Stock Exchange. It also discusses the problems of disclosure of ownership information, focussing on the transposition of the EC Large Holdings...

This Paper develops an account of the role and significance of rent extraction in executive compensation. Under the optimal contracting view of executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors that aims to maximize...

The paper is based on building up a Matrix of concurrence – a specially devised in-strument using in details the OECD Principles, White book and the two ROSCs for Cor¬po¬rate Governance in Bulgaria. It gives an opportunity to evaluate the degree of concur¬rence of Bulgarian code to the...