This paper seeks to draw a lesson for designing major reforms of corporate governance in the future. It recalls the key events leading to the recent seismic shift in corporate governance policies applicable to American public corporations, and identifies the four sources of policy changes - the...

It is a commonplace of American law that corporations are fictional. This is silly - corporations are all too-real (after all, most of us work for one, most of the physical goods on which we depend are made by them, the quality (and lack of quality) of our physical environment is dependent on...

This paper makes two claims. The first posits that CEOs, active and retired, have disproportionately filled the independent director positions mandated by Sarbanes-Oxley and the private exchange reforms. The second builds from this observation: Corporate control has shifted from focal firm...

Dual-class shares have presented a challenge to standard valuation theories, and yet they make up a significant share of the trading volume and market capitalization in a significant number of the world's largest stock exchanges. This descriptive study overviews the incidence of dual-class firms...

We examine a primary outcome of corporate governance, the ability to identify and terminate poorly performing CEOs, to test the effectiveness of U.S. investor protections in improving the corporate governance of cross-listed firms. We find that firms from weak investor protection regimes that...

We take the view that corporate governance must involve more than corporate law. Despite corporate scholars' nearly exclusive focus on corporate law mechanisms for controlling managerial agency costs, shareholders are not the only constituency concerned with such costs. Given the thick web of...

Notwithstanding one decade of corporate law reform during which the German legislature augmented the traditional explicit system of corporate control with market-based corporate governance devices, the German corporate governance reform law agenda is still packed. The paper provides an overview...

The U.S. corporate failures in 2001-2002 led to intensified and persisting public concern over corporate governance practices, increased shareholder activism, and new regulations. The 2002-2005 period serves as a rich ground for studying how firms' changes in governance practices relate to their...

An analysis of over 569,000 option grant filings by insiders after the imposition of the two-day reporting rule by the Sarbanes-Oxley Act (SOX) reveals that post-grant date market-adjusted stock returns are positive but lower in magnitude than pre-SOX figures, suggesting that SOX has curtailed,...

Investors typically base executive compensation on performance measures reported by managers and verified by third-party monitors. This paper explicitly examines how compensation influences the reporting behavior of managers and auditors and finds that (1) strengthening the link between pay and...