In the last three decades, corporate governance and reporting have been confronted to a drift toward shareholders' primacy and value, and the revival of old-fashioned proprietary views against entity views on the business firm. This paper develops an accounting perspective of the relationship...

Departing from the traditional cash flow rights-dividend policy framework, this study investigates whether the level of control rights and the types of control of the ultimate controlling shareholders (UCSs) of listed firms in China influence their cash dividend policy. We find that the level of...

We argue that CEOs have different attitudes toward the firm's stakeholders and that these differences in attitudes affect the firm's decision making. We hypothesize that these differences stem from differences in political ideology: Liberal CEOs, as compared to their conservative...

We study a wide-spread yet unexplored corporate governance phenomenon: the pledging of company stock by insiders as collateral for personal bank loans. Utilizing a regulatory change that exogenously decreases pledging, we document a negative causal impact of pledging on shareholder wealth. We...

This paper studies how the conflict of interest between shareholders and creditors affects corporate payout policy. Using mergers between lenders and equity holders of the same firm as shocks to the shareholder-creditor conflict, I show that firms pay out less when there is less conflict between...

When shareholders of a target firm expect a value improving takeover to be successful, they are individually better off not tendering their shares to the buyer and the takeover potentially fails. Squeeze-out procedures can overcome this free-riding dilemma by allowing a buyer to enforce a payout...

In this paper, we consider the corporate governance challenge of protecting outside investors in listed, controlled firms. European jurisdictions are supposed to be more veteran and skilled in dealing with these firms in comparison to the U.S. But we argue that outside investors in European...

Independent directors are an important feature of modern corporate law. Courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In this Article, we argue that the existing director-election regime significantly...

This study examines the impact of minority shareholder protection on the signaling effect of open-market share repurchases, the post-repurchase operating performance, and the subsequent investment decisions. When controlling owners retain tight control of their firms by insufficient equity...

Over the past two decades, hedge fund activism has emerged as new form of corporate governance mechanism that brings about operational, financial and governance reforms to a corporation. Many prominent business executives and legal scholars are convinced that the entire American economy will...