We exploit a U.S. Supreme Court ruling on diversity of citizenship in legal disputes to estimate the contribution of the court system to firm value. In an event study, we find that an increase in state court quality from bottom to top tercile is associated with an average increase in equity...

Oppressed, outvoted, and outgunned, minority shareholders have an obvious solution for their woes: vote with their feet, sell their shares, and leave the company. But this “Wall Street walk” is only available to shareholders in public, listed corporations; shareholders in close...

This talk explores several issues connected with a change from a legal presumption of transparency to one of confidentiality of board deliberations and work product, a change which is proposed by the draft Principles of the Law of Nonprofit Organizations. In addition to presenting historical and...

This paper explores the relationship between corporate governance and asymmetric information. We find that proxies for governance mechanisms that encourage the monitoring of managers and rewards managers for moderating shirking and perquisite consumption are inversely related to proxies for...

This is the first comprehensive study of mutual fund voting in proxy contests. Mutual funds tend to vote for dissident nominees at firms with weak operating and financial performance, and when dissidents are hedge funds. Notably, passive funds are more likely to support incumbent management than...

We examine whether passage of the Sarbanes-Oxley Act (SOX) in 2002 did in fact have the intended effect of reducing agency conflicts or did it alter managerial incentives in ways that could be detrimental to firm value. Our findings for the full sample suggest a decrease in firm value and the...

We investigate the Dead Hand Proxy Put, a contractual innovation in corporate debt agreements that may impact hedge fund activism. We find the provision principally in loans, not bonds, and provide evidence linking adoption of the provision to hedge fund activism. Further, controlling for...

This paper asks the question whether dissent votes in uncontested director elections have consequences for directors. We show that, contrary to popular belief based on prior studies, shareholder votes have power and result in negative consequences for directors. Directors facing dissent are more...

Nearly 30 percent of U.S. industrial firms were required to alter their corporate governance practices to comply with revised stock exchange listing standards. We study the evolution of affected firms' value and governance culture, measured using non-mandated governance practices, to shed light...

Motivated by recent changes to corporate governance standards around the world, we use a regulatory shock that substantially altered the governance structure for some firms to shed light on the long-term impact of mandates that are of global interest. Firms affected by this shock had lower...