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:...

Shareholders around the world are seeking greater dialogue with boards of directors of investee companies on an expanding array of topics. For example, demands by investors in the US and other markets for greater shareholder rights - such as an advisory vote on remuneration - are in part efforts...

We relate the agency issues inherent in management buyouts and in earnings management. Income-reducing earnings management occurs prior to management buyouts. When insiders own small amounts of stock, outside monitoring mechanisms such as institutional ownership and Big Six audit firms reduce...

Closer alignment of board members interests with shareholder interests has been viewed as a key to unleashing the firm's performance potential. However, empirical validation of the actual link between board alignment with shareholder interests and performance remains a matter of considerable...

This article attempts to disentangle the various issues a public company should consider when answering the question: “to go or not to go private?” It provides a review of the literature with an eye towards coverage of the main questions a practitioner would ask. The article explores factors...

Motivated by the current discussion to reform the election process of directors to the board, this paper presents a model that shows that when shareholders have direct access to proxy the quality of the board improves. This is so, because more independent directors – regarded as better...

For three academic years (2011-2014), the Harvard Law School's Shareholder Rights Project (SRP) operated a clinical program assisting institutional investors on board declassification proposals. This paper analyzes the SRP as a quasi-natural experiment to examine the value implications of...

This paper examines whether post-merger board composition affects the premiums paid to target shareholders. Using a sample of 207 stock-for-stock mergers from 1996 to 2004, we show that target merger premiums vary inversely with target director representation on the post-merger board. We also...

This paper studies how hedge fund activism reshapes board monitoring, CEO incentives and compensation. I find that activists target CEOs who have co-opted the board, have poor performance records and weak equity portfolio incentives, are less subject to relative performance evaluation (RPE) but...

We ask when and how a diverse board can benefit shareholders. Board diversity may be value-increasing even if some directors have agendas that are not perfectly aligned with shareholders' interests. Diversity commits the board to a high information standard because directors with opposing...