The regulation of executive compensation is like the phoenix of corporate debate. Every once in a while it rises from the ashes, dominates public debate with strong statements regarding efficiency, justice, and what managers "deserve" - and returns to rest until the next time populist sentiments...

The diversity of voting rules in today's corporations indicates that power is distributed among shareholders in a great variety of ways, but current theories of the corporation have little to say about this diversity. For insight into the significance of different ways of distributing power...

Could a new “discourse theory” of the firm provide a better way than existing corporate law principles to understand the evolving nature of the firm and the role shareholders should play in corporate governance? Two recent developments provide a special urgency for considering the question....

Does corporate governance structure matter for firm value? We develop a model in which the allocation of control rights between shareholders and managers (“governance structure”) affects managers' incentive to invest (strong governance tightens managerial freedom and weak governance loosens...

Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate...

The last decade or so has witnessed a proliferation in the introduction of corporate organisational constructs to facilitate social enterprise across many European jurisdictions. The purpose of this paper is to investigate this phenomenon, and provide an (initial) analytical framework through...

Embraced by US managers in the 1980s as a lifeline in a sea of hostile takeovers, the poison pill fundamentally altered the trajectory of American corporate governance. When a hostile takeover wave seemed imminent in Japan in the mid-2000s, Japanese boards appeared to embrace this American...

Some jurisdictions weathered the global financial crisis far better than others. Australia has attracted much attention in view of the fact that its economy performed particularly well during the crisis compared to the United Kingdom and the United States.The chapter explores why the Australia...

The paper was prepared as the Australian National Report on Corporate Governance for the International Academy of Comparative Law, 18th International Congress of Comparative Law, which was held in Washington from July 25 - August 1, 2010. The paper provides an overview of the structure of...