This Written Statement presents aspects in China's corporate governance framework, state corporate ownership and control, and the Chinese Communist Party's roles in corporate governance. It was submitted as part of a testimony before the U.S.-China Economic and Security Review Commission,...

The "law matters" thesis implies countries will not develop a robust stock market or diffuse corporate ownership structures unless laws are in place that curtail the extraction of private benefits of control by large shareholders and address information asymmetries from which outside investors...

Over recent years, a number of regulators have launched proposals to expand the obligation to disclose major share ownership in listed companies. This paper shows that these are not stand-alone developments. Using a unique dataset comprising data from 25 countries over 11 years (1995-2005) and...

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler /...

This article brings into focus the impact of employee buyouts on corporate governance ten years after the large-scale privatization in Russia. The analysis shows that although employee buyouts have helped to reduce unemployment and prevent major social conflicts, it otherwise had a negative...

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia. We begin with theory, situating TPV relative to...

Spending by private health insurers exceeds $800 billion and is expected to rise. The Affordable Care Act provides $2 billion in subsidies to jump-start health insurers owned by their policyholders in an attempt to bring these costs under control. Firms with this corporate ownership structure...

The Thirteenth Directive on Takeover Bids of 2006 has to be revised on the basis of experience gained in the five years of its application. This revision includes an examination of the control structures and barriers to takeover bids for those bids that do not fall within the scope of...

This study investigates how controlling shareholders fraudulently extracted firm value via cash tunnelling from Chinese companies from 1998 to 2011. The evidence suggests that expropriating owners choose a balance sheet account that is not directly related to the firm's operating business in...

According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor governance. By governance we mean broadly the oversight that comes from banks' own shareholders and other stakeholders of the way in which they...