In the last decade, the balance of power between shareholders and boards has shifted dramatically. Changes in both the marketplace and the legal landscape governing it have turned the call for empowered shareholders into a new reality. Correspondingly, the authority that boards of directors have...

After the 2008 financial crisis, a substantial part of the blame for the numerous bank failures that occurred as a result of the crisis has been put on corporate governance. Consequently, regulation and supervision have been enhanced both as a complement to the corporate governance of financial...

This paper examines the largely emasculated role of corporate boards of directors in effectively discharging their fiduciary obligations of promoting and protecting the interests of absentee shareholders. Although legislation and regulation in India, through the Companies Act and Listing...

This is the first chapter in a volume on “Boards and Shareholders in European Listed Companies: Facts, Context and Post-Crisis Reforms” (M. Belcredi and G. Ferrarini eds., Cambridge University Press forthcoming 2013). We offer an overview of the volume, placing the same in the context of...

This paper examines the SEC regulation requiring non-binding general shareholder vote on executive compensation–“say-on-pay” (SOP). We examine the first two years of SOP in the Russell 3000. The results confirm previous shareholder-proposal studies by finding that SOP approval (reject)...

We provide the first comprehensive and robust evidence on the relationship between board independence and firm performance in China. We find that independent directors have an overall positive effect on firm operating performance in China. Our findings are robust to a battery of tests, including...

In this paper I examine the phenomenon called Hedge Fund Activism and its effect on the governance of public corporations in the United States.The following subtopics are addressed:1. Definition of Hedge Fund Activism, its primary objective and typical targets;2. Review of the public policy...

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 thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors'...

In this article, we analyze whether the manipulation of stock options still continues to this day. Our evidence shows that executives continue to employ a variety of manipulative devices to increase their compensation, including backdating, bullet-dodging, and spring- loading. Overall, we find...