Risk management provisions can be divided into provisions that require companies to have risk management systems in place, provisions that require the disclosure of information on such systems, and provisions that require the disclosure of information on actual risks. Disclosure requirements...

Leveraged Employee Stock Ownership Plan (quot;ESOPquot;) transactions originated in the 1950s, yet there are still unresolved valuation issues that arise from a complex set of operating expenses, financing structures and contingent claims that are unique to leveraged ESOPs. Although complex,...

In the absence of owners, how effective are the constraints imposed by the state in promoting effective firm governance? This paper develops state-level indices of governance environment facing not-for-profits and examines the effects of these rules on not-for-profit behavior. Stronger...

Motivated by the potential for opportunistic behavior in pay decisions, recent SEC and IRS regulations essentially preclude inside directors from serving on a firm's compensation committee. In this paper, we examine whether greater compensation committee independence promotes shareholder...

This article argues that mandatory securities disclosure regulation has unanticipated and ill-considered consequences. Disclosure regulation makes some forms of behavior more expensive relative to others. Rational actors will respond by shifting some conduct into comparatively cheaper outlets....

The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

Delaware makes the corporate law governing most large American corporations. Since Washington can take away any, or all, of that lawmaking, a deep conception of American corporate law should show how, when, and where Washington leaves lawmaking authority in state hands, and how it affects what...

The use of equity derivatives to conceal economic ownership of shares (“hidden ownership”) is increasingly drawing attention from the financial community, as is the exercise of voting power without corresponding economic interest (“empty voting”). Market participants and commentators...

The use of equity derivatives to conceal economic ownership of shares (“hidden ownership”) is increasingly drawing attention from the financial community, as is the exercise of voting power without corresponding economic interest (“empty voting”). Market participants and commentators...