This report discusses evolving expectations for board oversight of management's risk appetite and tolerance and the challenges boards face in meeting them. It also recommends steps to implement a board-driven, objective-centric approach to risk governance

When a client proudly announces that he has been named director of a prominent local corporation or financial institution, a red warning light ought to go on. Heartily congratulate the client on this distinction, then ask, "Are you aware of the responsibilities and liabilities of a director?" If...

Purpose – Theory suggests that the market for corporate control, which constitutes an important external governance mechanism, may substitute for internal governance. Consistent with this notion, using a novel measure of takeover vulnerability primarily based on state legislation, we...

This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...

Directors wield increasing influence in corporate America, making pivotal decisions regarding corporate affairs and management. A robust literature recognizes directors' important role and examines their incentives and performance. In particular, scholars have worried that “busy...

Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not statistically significant. We show that...

Is there a correlation between the composition of the board of directors and the quantity and quality of information disclosed to the market, and in particular with respect to the disclosure of privileged, price-sensitive information? Our work examines this question with respect to the Italian...

Since my books on the role of women appeared, in 2007 and in 2010, the participation by women in corporate governance has become a front page issue in many European nations, including Norway, Spain, and France, which have adopted quota laws, and in Belgium, the Netherlands and Italy, which may...

Elements of corporate governance must be activated at all scales for the efficient functioning of a nation‘s capital market. The effectiveness of the board of directors depends on factors related to, for example, the composition of the board and its independence. This study aims to investigate...

Corporations have traditionally treated shareholder wealth as primary. In recent years, however, cracks in this hierarchy have appeared. An enlargement of purpose is now visible across corporate governance, from the new emphasis on board diversity to the surge in environmental, social, and...