This paper examines the specific features of the shareholder access rule recently proposed by the Securities and Exchange Commission. I suggest that, even accepting the Commission's generally cautious approach and its desire to limit shareholder access to cases where the need for it is evident,...

This paper contains the edited transcripts of the Symposium on Corporate Elections held at Harvard Law School in October 2003. The symposium brought together SEC officials, CEOs, directors, institutional investors, money managers, shareholder activists, lawyers, judges, academics, and others to...

The SEC is now considering a proposal to require some public companies to include in their proxy materials candidates for the board nominated by shareholders. I document that incumbents do not currently face any meaningful risk of being replaced via the ballot box, and I argue that providing...

This paper provides an overview of the main theoretical elements and empirical underpinnings of a managerial power approach to executive compensation. Under this approach, the design of executive compensation is viewed not only as an instrument for addressing the agency problem between managers...

This paper develops an account of the role and significance of managerial power and rent extraction in executive compensation. Under the optimal contracting approach to executive compensation, which has dominated academic research on the subject, pay arrangements are set by a board of directors...

The aim of this paper is to study the relationship between the characteristics of board of directors and firm performance in a sample of 100 american firms, over the period 2001-2003. We particularly focus on board independence and CEO duality. Our results indicate a positive impact of board...

Leveraged Employee Stock Ownership Plan (quot;ESOPquot;) transactions originated in the 1950s, yet there are still unresolved valuation issues that arise from a complex set of operating expenses, financing structures and contingent claims that are unique to leveraged ESOPs. Although complex,...

This paper seeks to explain the widespread use of independent directors in the governance of VC-backed firms, and in particular their use as quot;tie-breakersquot; on the boards of these firms. Allocating a tie-breaking vote to an unbiased quot;arbiterquot; commits the entrepreneur and VCs to...

The public company was the invention that allowed entrepreneurs to raise substantial amounts of capital to finance big projects. These huge amounts of money could not be mobilized without granting to entrepreneurs the privilege of limited liability. Limited liability would give them the courage...

This paper provides new evidence on the evolution of ownership of a large sample of companies in five European countries - Belgium, France, Italy, Spain and the UK - between 1999 and 2008 to understand ownership dynamics and the influence of legal developments on ownership patterns. Ownership...