Thousands of US companies appear to have secretly backdated stock options. This paper analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of non-executive employees' option grants; and (3) the backdating of executives' option...

In a recent book, Pay without Performance: The Unfulfilled Promise of executive Compensation, we critique existing executive pay arrangements and the corporate governance processes producing them, and put forward proposals for improving both executive pay and corporate governance. This paper...

Taxation and corporate governance interact in various ways. Tax law influences corporate governance structures in companies by offering tax privileges or imposing penalties. On the other hand actual corporate governance structures in place have an impact on the way companies manage their tax...

Proponents of board reforms assume that corporate structures and director-specific provisions matter. This paper argues that reformers have set minimum standards, but failed to take into accounts various trade-offs and regulatory capture effects. It is thus suggested to increase the flexibility...

Part B. of the paper compares the basic concepts of shareholder control in Anglo-America and some states of Continental Europe. It introduces a new categorization between Implicit and Explicit Systems of Corporate Control. The first category refers to statutes that are enacted and construed with...

The collapse of Eastern European socialist economies was a key developments which brought comparative corporate governance issues to the forefront in the early 1990s. It also provided the basis for a unique corporate governance experiment, designed to transform Russia into a US-style market...

This article is the first chapter of a book authored by R. Kraakman, P. Davies, H. Hansmann, G. Hertig, K. Hopt, H. Kanda, and E. Rock, quot;The Anatomy of Corporate Law: A Comparative and Functional Approach,quot; (Oxford University Press 2004). The book as a whole provides a functional...