Given the board of directors’ oversight role with respect to internal control systems, we examine how disclosures of internal control material weaknesses under Sarbanes-Oxley Section 404 affect shareholders’ voting in director elections. We find that the presence of material weaknesses is...

Over one-half of the states have enacted "corporate constituency" or "stakeholder" statutes that permit managers to consider the interests of non-shareholder "stakeholders" in the corporation -- parties such as employees, customers, suppliers, and/or the local community. Such statutes are...

The corporate overnance regimes of the UK and Switzerland are compared with a focus on the role of non-executive independent directors. Whilst there are fundamental similarities in the principle of self-regulation, major differences arise due to the differences in market size for professional...

Weak corporate governance has been pointed out as one of the main causes of the low development of capital markets in Brazil. This article reviews corporate governance in Brazil and, from this perspective, explains the creation of Bovespa's Novo Mercado

This paper describes corporate governance systems in five Latin American countries: Argentina, Brazil, Chile, Colombia and Venezuela. We account for the broader institutional environment by explaining changes over time as well as existing corporate governance systems. We use a stakeholder...

The Fourth Section of the Fourth Article of the Constitution of the United States of America pledges that the national government will "guarantee to every state in this Union a Republican Form of Government". By "republic", eighteenth-century English-speaking writers meant to signify (as Thomas...

We investigate, using data on US manufacturing firms, how and when corporate governance affects managers’ decisions to use discretionary accruals and thereby artificially influence company financial reports. We employ 3SLS to study the relationship between financial status, corporate...

Marketing boards (state-controlled or state-sanctioned entities legally granted control over the purchase or sale of agricultural commodities) flourished in the 20th century in both developed and developing economies. Since the mid-1980s they have declined in number under pressure from domestic...

Research review boards, established to protect the rights and welfare of human research subjects, have to ensure that conflicts of interest do not interfere with the ethical conduct of medical research. Private, commercial review boards, which increasingly review research protocols, are...

The key role of corporate in-house legal counsel as a voluntary governance mechanism is to advise managers on various matters including regulations, legal issues, and litigation risk and to monitor managers' behavior against shareholders' interest. Using the in-house status of counsel as a proxy...