Nobel Laureate in Economics for 2016, Oliver Hart, and economist Luigi Zingales recently published an article justifying companies' pursuit of social objectives at the expense of profits from within the shareholder primacy framework. This Essay highlights an important consequence of this...

As articulated by Adam Smith, one of the central issues facing companies is that managers will not run the business in the interests of its owners and will misuse resources. This ultimately has a detrimental consequence for the wealth of the nation. This survey reviews the nature and evolution...

When a company establishes subsidiaries with capital provided by a third party, the subsidiaries' shareholders include the parent company (controlling shareholders) and minority (noncontrolling) shareholders. When shareholders' interests are divergent, conflicts may arise, causing inefficiencies...

Chapter 1 Corporate Governance: An Introduction -- Chapter 2 Boards and Directors -- Chapter 3 Theoretical Perspectives of Corporate Governance -- Chapter 4 Internal Control, Financial Oversight and Risk Management -- Chapter 5 Global Corporate Governance Movement -- Chapter 6 Shareholders and...

In recent years there have been two parallel discussions taking place in the US and in the UK about the role which institutional shareholders should play in governing the corporation. In the US this discussion is around the idea of shareholder empowerment, in the UK it is around shareholder...

We investigate an emerging pay-performance activism under a natural setting of performance-focused shareholder proposals rule (PSPs) (Rule 14a-8) established by the Securities and Exchange Commission (SEC) for top management compensation. We find that: (1) PSP sponsors successfully identify...