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...

Proxy advisory firms and large passive mutual funds have faced criticism both for being too powerful and not exercising diligence in proxy voting. We document that the ``Big 3'' passive fund families, Blackrock, State Street, and Vanguard, are increasingly likely to vote with management, and...

We explore how property rights protections across different regions in China affect the flow of proprietary information and managers' incentives to disclose details of financial and operating performance. Our focus on research and development spillovers as a proxy for information leakages to...

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;...

Enron plummeted from the 7th largest US firm and six-time winner of Fortune's most innovative firm award to bankruptcy in less than one year. However, management used financial engineering and related-party transactions to disguise Enron's financial condition for over three years. These...

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 managers have discretion over the design and implementation of the proxy process, issues remain concerning shareholders'...

We study how uncompensated research and development (R&D) spillovers - the leakage of proprietary information through imitation or theft - affect firms’ investment decisions. Using variation in property rights protections across different regions within China we find that 1) uncompensated...