Delaware precedent, primarily Trados and ODN, holds that corporate boards of directors owe fiduciary duties to holders of corporation common stock and not to holders of preferred stock. This precedent, however, fails to address a broad range of complex but commonly occurring potential conflicts...

In this study, I examine the association between audit committee quality and internal control quality. While information on the quality of internal control is not generally available, companies changing auditors are required to disclose any internal control problems that were pointed out by...

This study examines whether audit committee and board characteristics are related to earnings management by the firm. A negative relation is found between audit committee independence and abnormal accruals. A negative relation is also found between board independence and abnormal accruals....

In this study, I summarize the current state of executive compensation, discuss measurement and incentive issues, document recent trends in executive pay in both U.S. and international firms, and analyze the evolution of executive pay over the past century. Most recent analyses of executive...

Two issues are investigated herein, using Japanese data: (1) the relationship between corporate governance and voluntary adoption of International Financial Reporting Standards (IFRS), and (2) market reactions to announcements of such an adoption of IFRS. Prior studies suggest that the economic...

We study the effect of shareholder litigation rights on CEO turnover policies using U.S. states’ staggered adoption of Universal Demand laws, which restrict shareholder lawsuits that allege a breach of fiduciary duty by directors or managers. We document that reduced shareholder litigation...

We analyze the effect of committee formation on how corporate boards perform two main functions: setting CEO pay and overseeing the financial reporting process. The use of performance-based pay schemes induces the CEO to manipulate earnings, which leads to an increased need for board oversight....

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...

We analyze the board of directors' equilibrium strategies for setting CEO incentive pay and overseeing financial reporting and their effects on the level of earnings management. We show that an increase in CEO equity incentives does not necessarily increase earnings management because directors...

The ultimate objective of financial reporting is to provide transparent financial statements and disclosures that meet the informational needs of investors and other users of financial statements. One of the primary goals of the Sarbanes-Oxley Act (USHR 2002) is to provide more reliable...