Corporate governance frameworks in the Middle East and North Africa region have undergone a substantial evolution in the past decade. Better enforcement of corporate governance rules and regulations has in the past three years emerged as both a policy challenge and a priority for the region....

Regulators and shareholders are calling for independent directors. Independent directors, however, have numerous external professional commitments. Using To- bin's Q as an approximation of market valuation and controlling for endogeneity, our empirical analysis reveals that neither external...

In Part I, this Article describes some of the different approaches to the lack of representation of women and minorities on corporate boards. Part II explores two aspects of proxy statement regulation -- shareholder proposals related to corporate diversity and the recent amendments to the proxy...

In this paper, we first shed light on the factors that underlie the differences between the ‘shareholder wealth maximization' and the ‘long-term commitment' models of corporate governance. By introducing a third type of governance model, we show that a three-dimensional approach provides a...

Corporate boards play a central role in corporate governance and therefore are regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards, considerable differences remain, not only in detail, but...

While the fraction of independent directors has been widely used as a proxy for monitoring effectiveness of the board, there are no clear-cut measures that capture the advising effectiveness of the board. We develop and validate two new measures of board advising: (i) per-outside-director...

Public companies are besieged with requests to add women to their boards. Corporate directors are trained to listen carefully and advised to evaluate evidence. Most would welcome reasonable requests to advance gender diversity to their boards. Many, however, are frustrated by the sheer volume...

Corporate and securities law tools are increasingly being used to address climate change. Disclosure of climate-related business risks and shareholder proposals and engagement have grown in the United States and globally, as have broader efforts to use these tools to address environmental and...

We survey non-executive directors in emerging markets to obtain detailed information about the inner workings of corporate boards across a variety of institutional settings. We document substantial variation in the structure and conduct of boards as well as in directors' perceptions of the local...

In recent years, Japan has been working on corporate governance reforms, focusing on the roles of outside/independent directors. Among others, the 2014 Reform of the Companies Act and the 2015 Japanese Corporate Governance Code introduced “comply or explain” rules regarding appointment of...