Thousands of years ago, Roman businessmen often ran joint businesses through commonly owned, highly intelligent slaves. Roman slaves did not have full legal capacity and were considered property of their co-owners. Now business corporations are looking to delegate decision-making to uber...

Executive compensation serves as a metric by which investors measure the quality of a firm's governance. In this paper, I explore how the signaling role of executive compensation impacts the compensation decisions of boards. I show that reputational concerns often cause boards to adopt pay...

We examine whether and to what extent managers are evaluated, in their relative performance contracts, on the basis of systematic performance. Focusing on relative total shareholder returns (rTSR), the predominant metric specified in these contracts and used by market participants to evaluate...

Extensive research finds that shareholder and CEO preferences affect demand for director services. We find a large body of evidence that independent director reputation incentives influence the supply of director services. These reputation incentives vary across firms and over time,...

Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...

We study how interest alignment between CEOs and corporate boards influences investment efficiency and identify a novel force behind the benefit of misaligned preferences. Our model entails a CEO who encounters a project, gathers investment-relevant information, and decides whether or not to...

We find that co-opted boards facilitate more erratic and arbitrary decision-making, contributing towards default risk. A one standard deviation increase in co-option increases default risk by 11% relative to normal levels. Supporting the notion that co-option makes decision-making more erratic,...

In 2020, the average total director compensation in U.S. listed companies stood at $450,680, 6.67 times the median household income. Company pairs with shared directors have more similar pay than can be explained by size, industry, and performance. Following a landmark Delaware court ruling that...

In 2020, the average total director compensation in U.S. listed companies stood at $450,680, 6.67 times the median household income. Company pairs with shared directors have more similar pay than can be explained by size, industry, and performance. Following a landmark Delaware court ruling that...

This study examines the effect of outside director tenure length on firms’ market valuation and the voting behavior of outside directors. We make use of the new rule adopted by the Korean government in 2020 that prohibits outside directors from serving more than six (nine) years in a given...