We study the role of the board by focusing on the composition and activity of the audit committee for a sample of 1,150 firms in 1998. Employing several proxies for the demand for accounting certification we find that those firms likely to demand greater certification are also those most likely...

A rise in shareholder activism and recent changes in the SEC's proxy rules have been accompanied by an increase in shareholders' use of the proxy process. However, because of managers' control of the proxy process, issues remain concerning shareholders' ability to initiate change by voting. More...

Some of the most controversial governance-related issues that have arisen in recent years involve executive and employee compensation. Investors, the press, and the public have expressed concern over (1) escalating executive pay packages and (2) the growing use of stock options. This article...

We provide a clinical perspective on corporate governance, shareholder activism and corporate restructuring by studying Sears, Roebuck amp; Co. In particular we focus on Sears' diversification into financial services during the 1980's, the poor performance that followed, and the ensuing...

We examine whether institutional investor activism by public pension funds is effective in achieving its stated goal of increasing shareholder value. An investigation of the short term performance indicates that there are significantly positive abnormal returns surrounding the targeting of firms...

We study shareholder proposals across a period of substantial activity and find systematic differences both across sponsor identity and across time. To understand how these proposals are perceived by other investors, we examine voting outcomes and short-term market reactions conditioned on...

Many executives have compensation that is potentially forfeit conditioned on the circumstances surrounding their departure from the firm. We study firms' endogenous decisions to use such compensation "holdbacks" as a bonding device and find that firms with higher executive replacement costs,...

We document that certain features of the institutional and regulatory environment governing shareholder voting can affect the co-location of shares' voting and cash-flow rights. We show that quot;routinequot; management proposals, for which brokers can vote shares held in quot;street namequot;...

Rule 14a-8 of the Securities Exchange Act of 1934, commonly referred to as the shareholder-proposal rule, allows shareholders to submit proposals for inclusion in a company's proxy materials. If the rule's procedures are followed, the company's shareholders will be asked to vote on the proposal...

We document that backfilling in the ExecuComp database introduces a data-conditioning bias that can affect inferences and make replication of previous work difficult. Although backfilling can be advantageous due to greater data coverage, if not addressed the over-sampling of firms with strong...