This paper develops a model of the causes and consequences of misreporting of corporate performance. Misreporting in our model covers all actions, whether legal or illegal, that enable managers of firms with low value to make statements that mimic those made by firms with high value. We show...

This Article analyzes an important form of stealth compensation provided to managers of public companies. We show how boards have been able to camouflage large amounts of executive compensation through the use of retirement benefits and payments. Our study illustrates the significant role that...

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 managers...

Researchers and shareholder advisers have devoted much attention to developing metrics for assessing the governance of public companies around the world. These important and influential efforts, we argue, suffer from a basic shortcoming. The impact of many key governance arrangements depends...

This Article contributes to the long-standing and heated debate over dual-class companies by placing a spotlight on a significant set of dual-class companies whose structures raise especially severe governance concerns: those with controllers holding a small minority of the company's equity...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky CEOs,rdquo; lt;a href=quot;http://ssrn.com/abstract=945392quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=945392lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...

The analysis of this paper was subsequently combined with that of our companion paper ldquo;Lucky Directors,rdquo; lt;a href=quot;http://ssrn.com/abstract=952239quot; target=quot;_blankquot;gt;http://ssrn.com/abstract=952239lt;/agt;. The combined paper, titled ldquo;Lucky CEOs and Lucky...

The power of shareholders to replace the board is a central element in the accepted theory of the modern public corporation with dispersed ownership. This power, however, is largely a myth. I document in this paper that the incidence of electoral challenges during the 1996-2005 decade was very...

In a recent book, Pay without Performance: The Unfulfilled Promise of executive Compensation, we critique existing executive pay arrangements and the corporate governance processes producing them, and put forward proposals for improving both executive pay and corporate governance. This paper...