Executive managers' remuneration has been an issue of debate for the last 30 years. Practitioners and academics are arguing for the mechanisms, mix, level, time horizon and goal. Disclosure or not of information regarding these issues preoccupies regulating, legislative authorities as well as...

This paper is the first 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...

How can office-seeking politicians or managers be aligned with social welfare or firm welfare, given that such agents have a suboptimal incentive to cater to majority preferences in situations with low participation costs and to elite preferences in situations with high participation costs? In...

The regulation of executive compensation is like the phoenix of corporate debate. Every once in a while it rises from the ashes, dominates public debate with strong statements regarding efficiency, justice, and what managers "deserve" - and returns to rest until the next time populist sentiments...

After an extensive discussion of the nature of the interactions among unions, corporations, and government, we find that government in granting privileges to workers organized into unions implicitly taxes capital formation. The result has been to lessen the attention business decisions pay to...

Golden parachutes have attracted much debate and substantial attention from investors and public officials for more than two decades, and the Dodd-Frank Act mandated a shareholder vote on any future adoption of a golden parachute by public firms. We analyze the relationship that golden...

The fiduciary norm, which prescribes agent behavior solely for the goal of the principal, without regard for other goals, is defined in the context of the theory of agency. The fiduciary program, a set of procedures for determining the principal's preferences and acting for them, is then defined...

Rationales for a stakeholder model of corporate governance are based on enlightened self-interest, moral imperative, and/or externalities. Of these, the externalities rationale holds the most promise to justify a stakeholder focus. Recent evidence, however, indicates that the benefits of a...

Corporate Social Responsibility (CSR) is here defined as a multi-stakeholder model of corporate governance and fiduciary duties naturally emerging from a critical assessment of the incomplete contracts view of the firm based on concepts like as authority and residual rights of control. As far as...

The system of beliefs and values, that shaped the model for management and organizations during the 20th century, is just not good enough today. In order to keep a business functioning well and competing successfully in markets that are increasingly more global, complex, professionally...