In this paper we use clinical studies to document how dominant shareholders have circumvented mandatory bid rules to appropriate wealth from minority shareholders. Dominant shareholders are numerous in continental Europe. Creative compliance with mandatory bid rules reveals the failure of boards...

We show that country characteristics explain most of the cross-sectional variation in bank board independence. In contrast, country characteristics have little explanatory power for the fraction of outside bank directors with experience in the banking industry. Exploiting the time-series...

In this paper we use clinical studies to document how dominant shareholders have circumvented mandatory bid rules to appropriate wealth from minority shareholders. Dominant shareholders are numerous in continental Europe. Creative compliance with mandatory bid rules reveals the failure of boards...

We study the role of prestige and social networks in the selection of outside directors, and the subsequent effect on firm value. Both prestige and social networks may act as barriers to good corporate governance, as merit based candidates might be disadvantaged when compared to candidates with...

We argue that obligatory compliance with stricter financial reporting rules (e.g., the US Sarbanes-Oxley Act) may entail important unintended consequences. Paradoxically, the amount of misreporting may increase because corporate boards spend more valuable resources fulfilling statutory mandates...

In this paper, we show that ownership structures vary considerably across the largest European economies, and that ownership has a significant impact on firm performance. We demonstrate that ownership structures in Europe are not necessarily consistent with value maximisation principles....

This book is based on a conference organised by the London School of Economics and New York University, held in London on November 4th and 5th, 2004.The conference brought together academics and practitioners from both sides of the Atlantic to review recent developments in corporate governance,...

While the corporate governance reforms of the past decade have improved the quality of UK boards - greater professionalism on the part of outside directors, more focus on strategy issues, greater awareness of risk - the role of the chairman has in some respects become more challenging. The...

We survey non-executive directors in emerging markets to obtain detailed information about the inner workings of corporate boards across a variety of institutional settings. We document substantial variation in the structure and conduct of boards as well as in directors' perceptions of the local...

Under German takeover law, in a voluntary bid the bidder must offer the target shareholders a price which is based on the average price of the target's shares over a given period.However, if in the run-up to the bid the bidder purchased the target shares at a higher price, the bid price must be...