After the financial crisis, there has been considerable debate about the role of corporations in society. It has become broadly accepted that corporations - particularly the world's largest publicly traded corporations – need to be governed with respect for the society and the environment....

This paper discusses why a “corporate governance movement” that commenced in the United States in the 1970s became an entrenched feature of American capitalism and describes how the chronology differed in a potentially crucial way for banks. The paper explains corporate governance's...

Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...

Does the structure of corporate boards affect bondholder agency risk? Using mandatory board reforms, I show that firms that transition to independent boards experience economically significant reductions in payout, financing, and event risk covenants in their bond contracts. This effect is not...

This paper critically examines the conventional view that the lack of fiduciary duty protections for corporate shareholders in civil law systems explains crucial differences in corporate structure and finance. It questions the thesis that the structure of civil law systems militates against the...

This is a Chapter contributing to the Research Handbook on Executive Compensation. In the quest for possible causes of the recent financial crisis, commentators often argue that bank executives had poor incentives. Critics claim, in particular, that executive compensation was not properly...

Corporate governance debates have undergone a fundamental shift, with environmental, social and governance (“ESG”) issues coming to the forefront of decision-making by boards, executives and shareholders. Across a spectrum of stakeholders, companies and their boards face pressure to...

In recent years there have been two parallel discussions taking place in the US and in the UK about the role which institutional shareholders should play in governing the corporation. In the US this discussion is around the idea of shareholder empowerment, in the UK it is around shareholder...

This study re-examines the theory of legal-origin on the basis of a new longitudinal dataset for four OECD countries (UK, USA, France and Germany) over a long time span 1970-2005. It observes that the civil law countries (France and Germany) provided better minority shareholder protection and...

This paper discusses the empirical literature on the economic consequences of disclosure and financial reporting regulation, drawing on U.S. and international evidence. Given the policy relevance of research on regulation, we highlight the challenges with (1) quantifying regulatory costs and...