We use a survey of directors to collect data on their ratings of board effectiveness as well as board internal dynamics and key processes. Controlling for many of the governance metrics examined by prior research, we find that directors' ratings of their boards' effectiveness are positively...

Over the past two decades, hedge fund activism has emerged as a new mechanism of corporate governance that brings about operational, financial and governance reforms to a corporation. Many prominent business executives and legal scholars are convinced that the entire American economy will suffer...

Over the last decade, federal corporate criminal enforcement policy has undergone a significant transformation. Firms that commit crimes are no longer simply required to pay fines. Instead, prosecutors and firms enter into pretrial diversion agreements (PDAs). Prosecutors regularly use PDAs to...

This paper analyzes two notions of compliance, 'compliance in letter' and 'compliance in spirit', using data on Board and Audit Committee meetings in India under its Clause 49 corporate governance regulations. The analysis is based on the sample of top 500 companies listed on the country's...

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were...

Cohen et al. (2008) document that firms switched from accrual-based earnings management (AEM) to real earnings management (REM) within three years after passage of the Sarbanes-Oxley Act (SOX) in 2002. A remaining question is how so many firms could have made the transition from one accounting...

We develop a model of corporate board including employee representatives in addition to shareholders and top executives. In line with the empirical literature, our model shows that low levels of employee representation may increase the shareholder value, even in the presence of a conflict of...

Following the recent financial scandals that have dominated the international scene (Enron, Parmalat, Worldcom, Madoff ...) due mainly to cases of fraud and breach of confidence, the attention given to mechanisms against these practices is increasingly growing.Indeed, to minimize conflicts of...

This paper examines the impacts of macroeconomic uncertainty, state ownership and board composition on firm performance. First, we find state ownership is negatively related to firm performance measured by return on assets and Tobin's Q. However, Tobin's Q increases with state ownership when...

Public entities' Corporate Governance is a concept that is gaining more and more field both in specialized literature and in practice. The public bodies' Corporate Governance as leadership and control method involves a set of clear rules and principles (integrity, honesty/sincerity, transparency...