We study shareholder support for corporate board nominees before and after the 2018 California gender quota. Pre-quota, new female nominees received greater support than new male nominees, consistent with women being held to a higher standard. Post-quota, as the number of women increased,...

Given the board of directors’ oversight role with respect to internal control systems, we examine how disclosures of internal control material weaknesses under Sarbanes-Oxley Section 404 affect shareholders’ voting in director elections. We find that the presence of material weaknesses is...

This study investigated companies publicly listed in Taiwan from 2002 to 2010 to examine whether independent directors improve the quality of earnings and analyzed whether the control rights of a controlling shareholder mitigate the impact of independent directors on earnings quality. Empirical...

Current attempts to reform financial markets presume that shareholder empowerment benefits shareholders. We investigate the wealth effects associated with the SEC's rule to facilitate director nominations by shareholders. Our results are not in line with shareholder empowerment creating value:...

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 paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...

In contrast to popular belief, this paper shows that there does not exist an unambiguous positive relationship between an unbiased shareholder's voting power and the quality of corporate governance. I utilize a 2010 NYSE policy change that increased shareholders' voting power in uncontested...

Employing as a quasi-natural experiment an unexpected judgment by the Ninth Circuit Court of Appeals that raised the difficulty of shareholder litigation, we explore the effect of shareholder litigation rights on board gender diversity. Our difference-in-difference estimates show that an...

This article empirically investigates the impacts of the board’s rejection of shareholder proposals on corporate value and the appropriate approach to regulation. Using a hand-collected dataset on shareholder-proposal-rejection incidents in China, I find that a rejection decision would on...

Closer alignment of board members interests with shareholder interests has been viewed as a key to unleashing the firm's performance potential. However, empirical validation of the actual link between board alignment with shareholder interests and performance remains a matter of considerable...