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...

Board governance is an important aspect of internal bank governance. We conduct an empirical study on 100 banks in China for the period from 2004 to 2017 using a time-varying growth bank shareholder network to investigate the relationship and mechanism between bank shareholder network and board...

There are two main sources of confusion in the public corporate governance debate. One is the confusion about the role of public policy intervention. The other is a lack of empirical knowledge about the corporate landscape where rules are supposed to be implemented and the functioning of...

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:...

The European Shareholder Rights Directive provides shareholders the right to ask questions related to the items on the agenda. The company can refuse to answer the questions in a limited number of cases. After a brief historical and European view, the second part of the paper assesses the...

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,...

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...