The current debate over shareholder access to the issuer's proxy for the purpose of making director nomination is both overstated in its importance and misses the serious issue in question. The Securities Exchange Commission's new e-proxy rules, which permit reliance on proxy materials posted on...

While the corporate governance reforms of the past decade have improved the quality of UK boards - greater professionalism on the part of outside directors, more focus on strategy issues, greater awareness of risk - the role of the chairman has in some respects become more challenging. The...

U.S. corporate law has long denied shareholders the power to make rules-of-the-game decisions - that is, decisions to change the company's charter or state of incorporation. In an article published last year, The Case for Increasing Shareholder Power, I advocated providing shareholders with...

This paper analyzes certain important shortcomings of state competition in corporate law. In particular, we show that, with respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of state takeover law, we argue, is consistent...

The quality of China's capital markets cannot be improved without raising the quality of its listed companies. One problem with China's capital markets is that frequent scandals involving listed companies have created market uncertainty in the eyes of investors. This paper offers an explanation...

The article shows major corporate governance developments that took place in Germany in recent years. These developments do not constitute a fundamental change of the German corporate governance system. Rather, regulatory changes are primarily aimed at further improving the modalities of...

Based on a survey of all companies listed at the Frankfurt Stock Exchange, this paper analyzes the extent of compliance with the German Corporate Governance Code. The investigation includes the recommendations as well as the suggestions of the Code. Overall, findings indicate a high level of...

The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

The paper discusses the economic impact of legal, corporate governance, tax, disclosure, and incentive issues arising from revelation of dating games with regard to executive option grant dates. It provides an estimate of the value loss incurred by shareholders of firms implicated in backdating...

This study attempts to show that firms affiliated to family-controlled business groups are associated with poorer performance compared to firms without such affiliation (independent firms) based on the ROA performance measure. Moreover, the empirical evidence suggests that heterogeneity in these...