Outside directors constitute a key component of most prescriptions for good governance of public companies. Given that outside directors are important corporate governance players, one is led to wonder what will motivate the individuals serving in this capacity to carry out their...

Influential contributors to debates concerning corporate governance assert that it is impossible to understand key trends without taking politics into account. This proposition has, however, remained largely untested. This paper therefore offers an empirical study of the relation between...

An intense academic debate has arisen recently concerning the crucial quot;bedrockquot; that underpins a corporate governance regime where widely-held public companies dominate. In the discourse, little has been said about the contribution of merger activity. The paper seeks to address this gap...

This paper analyzes the question of whether there is a U.S.-oriented convergence trend in international executive pay. After surveying the essential elements of the American pay paradigm, we consider market-oriented dynamics that could constitute a global compensation imperative. We find that it...

The quot;law mattersquot; thesis posits that a legal regime which allows investors to feel confident about owning a tiny percentage of shares in a firm constitutes the crucial quot;bedrockquot; underlying an economy where widely-held public companies dominate. This paper draws attention to and...

Market forces allegedly are serving to destabilise traditional business structures and cause a reorientation along quot;Anglo-Americanquot; lines. This paper examines the alleged quot;convergencequot; trend from an historical perspective. The focus is on Britain, since it is the only major...

The Law Commission of England and Wales and the Scottish Law Commission published in 1998 a consultation paper dealing with duties which directors owe to their companies (the report is available at http://www.open.gov.uk/lawcomm/library/lib-comp.htm#libcp153). In this document, the Law...

An important tenet of a burgeoning 'law and finance' literature is that stock market development is contingent upon corporate law offering ample protection to shareholders. This paper addresses this claim, using as its departure point developments occurring in the United States between 1930 and...