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...

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 idea that there is a uniformly quot;optimalquot; governance structure for corporations features prominently in current debates and policy proposals. In this paper, we propose a different, constitutional theory of corporate governance: the criterion for a good corporate governance structure...

We examine the influence of the ex ante risk of class action securities litigation on firms' decisions to issue management earnings forecasts as well as the characteristics of those forecasts. We find that litigation risk is positively associated with the likelihood of issuing a forecast for...

This short introduction to the book, Enron: Corporate Fiascos and Their Implications (2004), is designed to walk the reader through the organization of the entire book. The book itself is designed for use by law schools, business schools, and undergraduates

Criminal enforcement of the insider trading prohibitions under Section 10(b) and Rule 10b-5 is the root of corporate criminal liability for insider trading in the United States. In the wake of assertions that S.A.C. Capital Advisors, L.P. actively encouraged the unlawful use of material...

Why do firms usually make, not buy, their chief executive officers (CEOs)? Public corporations hire their CEOs from within the firm 78% of the time. They do so although earlier studies have found no clear evidence that internal hires perform better than external ones. So why do firms prefer...

Social benefit entities, such as benefit corporations and low-profit limited liability companies (or L3Cs) were designed to support and encourage socially responsible business. Unfortunately, instead of helping, the emergence of social enterprise enabling statutes and the demise of director...

There is considerable interest in increasing the representation of women on the boards of publicly traded corporations. Currently, only 17 percent of independent directors in the United States are women. In this Closer Look, we examine the pathways that women took to become the first female...