This paper investigates the potential implications of say on pay on management remuneration in Germany. We try to shed light on some key aspects by presenting quantitative data that allows us to gauge the pertinent effects of the German natural experiment that originates with the 2009 amendments...

This paper investigates under what circumstances boards of directors fire CEOs and whether this action leads to better firm performance. We use unique and detailed data, covering 473 companies in the transition region, on boards’ actions, expectations and beliefs about CEO ability. We find...

We test under what circumstances boards discipline managers and whether such interventions improve performance. We exploit exogenous variation due to the staggered adoption of corporate governance laws in formerly Communist countries coupled with detailed ‘hard’ information about the...

We analyze a hand-collected dataset of 1669 executive compensation packages at 34 firms included in the main German stock market index (DAX) for the years 2006- 2014 in order to investigate the impact of the 2009 say on pay legislation. First, we observe that the compensation packages of...

I explore whether directors who resign in dissent from their board are rewarded in the labor market for directors. Using a hand collected sample of 278 boardroom disputes reported in 8-K filings during 1995-2006, I show that firms which have disputes are small, highly levered, have poor...

Modern remuneration systems for executive directors include substantial elements of performance based pay. The idea behind this is that by rewarding executives for performance their interests become aligned with those of the company's shareholders, thus bridging the principal-agent gap....

This Article considers the potential significance of Toyota's recent troubles for Japanese corporate governance by examining two sets of issues. First, it looks at the relevant fiduciary duty of Toyota's directors, i.e., the general duty of oversight in Japan as set forth in case law in the...

In this article, the author deals with two issues related to the setting of adequate remuneration of independent members of board of directors. The first concerns the justifiability of negotiating variable remuneration, while the other deals with the issue of providing high pay. In both cases,...

The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...

In an effort to provide a critical position concerning the inclusion of the so called de facto managers mentioned in Statute 1258/2008 as an innovative figure in Colombian legislation, the authors present an overview of the notion of the de facto managers and shadow directors in Comparative Law....