Recent precedents make it difficult to challenge transactions approved by a board of directors and a stockholder majority. When should such cases be filed, proceed beyond the pleading stage, and prevail? My answer is that judicial intervention should remedy and deter tortious misconduct that...

Recent precedents make it difficult to challenge transactions approved by a board of directors and a stockholder majority. When should such cases be filed, proceed beyond the pleading stage, and prevail? My answer is that litigation rules should remedy and deter tortious misconduct that corrupts...

Federal law mandates that audit and compensation committees of public companies be comprised entirely of independent directors. The assumption underlying these legal requirements is that independent directors are more likely to act as monitors of the company's top management. In this paper, we...

Does personal litigation risk for independent directors materially affect firm valuation, compensation-related issues for independent directors, and board composition decisions? We use the unexpected In re Investors Bancorp decision in 2017 by the Delaware Supreme Court, which lowered the...

CEOs and directors are barred by the fiduciary duty of loyalty from managing companies for personal gain. A pair of modern corporate law staples—the independent board and the business judgment rule—nominally reinforces this command. But together, these devices in fact operate to protect...

This study examines the impact of employee relations issues on the reputation of the board of directors and the executive officer (CEO). We utilize a unique, hand-collected dataset of employee disputes, including lawsuits, complaints, health and safety inspections, and wage-hour-benefit...

We study corporate philanthropy using an original database that includes firm-level data on dollar giving, giving priorities, governance, and managerial involvement in giving programs. Results provide some support for the theory that giving enhances shareholder value, as firms in the same...

Durch vermehrt aufgetretene Finanzskandale und Zusammenbrüche namhafter Unternehmen wurde in den letzten Jahren das Vertrauen der Anleger nachhaltig gestört. Um die Glaubwürdigkeit in die veröffentlichten Finanzinformationen und in die Sicherheit der unternehmerischen Überwachungsprozesse...

We study corporate philanthropy using an original database that includes firm-level data on dollar giving, giving priorities, governance, and managerial involvement in giving programs. Results provide some support for the theory that giving enhances shareholder value, as firms in the same...