"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the...

This paper explores corporate politics, governance and value in the S&P 500 before and after Citizens United. In regulated and government-dependent industries (e.g., banking, telecommunications), political activity is nearly universal, and uncorrelated with measures of shareholder power,...

This paper explores corporate politics, governance and value in the S&P 500 before and after Citizens United. In regulated and government-dependent industries (e.g., banking, telecommunications), political activity is nearly universal, and uncorrelated with measures of shareholder power,...

Until late in the twentieth century, internal corporate governance - that is, decision making by the principal constituencies of the firm - was clearly distinct from outside oversight by regulators, auditors and credit rating agencies, and markets. With the 1980s takeover wave and hedge funds'...

The European single market supported the creation of multinational banking groups. However, the European banking directives and the single license system were built along the model of the stand-alone bank and cannot keep pace with recent market developments. The national character of prudential...

This Article reports results of an empirical study that suggests that the current economic crisis has changed managerial behavior in the US in a way that may impede economic recovery. The study finds a strong, statistically significant and economically meaningful, positive correlation between...

During 2008 and 2009 Australian listed entities raised large amounts of equity capital as the global financial crisis led to a significant tightening in credit markets. Over these two years listed entity after listed entity recapitalised, seeking additional equity to replace debt as lenders,...

There are two main regulatory approaches in relation to private sale-of-control transactions. The ‘market rule' confers maximum freedom on a company's incumbent controller by enabling sale shares (hence control over the company) to any acquirer offering an acceptable price. This concept...

We investigate the effect of say-on-pay (SOP) proposals on changes in executive and director compensation. Relative to non-SOP firms, SOP firms' total compensation to CEOs does not significantly change after the proposal. Although the total compensation does not change, the mix of compensation...

The forthright brand of shareholder activism hedge funds deploy emerged by the mid-2000s as a major corporate governance phenomenon. This paper explains the rise of hedge fund activism and offers predictions about future developments. The paper begins by distinguishing the “offensive” form...