We investigate Chinese firms' use of variable interest entities (VIEs) to evade Chinese regulation on foreign ownership and list in the US. VIEs are explicitly designed to circumvent the intent of Chinese law on foreign control, and potentially exacerbate agency conflicts within the firm. We...

This study examines the association between real earnings management, governance attributes, and IPO failure risk. Using a sample of 4174 IPOs firms that went public over the period of 1998-2011, we find evidence that real earnings management and governance attributes are associated with IPO...

We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over the directors'...

The paper examines the impact of executive compensation on private securities litigation. We find that incentive pay in the form of options increases the probability of securities class action litigation, holding constant a wide range of firm characteristics. We further document that there is...

A Securities Class Action lawsuit is initiated by a large class of shareholders against managers whom they suspect of wrongdoing. This paper proposes that Securities Class Action litigation is an ex post substitute for effective ex ante governance and monitoring. To elaborate this idea, I...

The paper has discussed to what extent the Parmalat is to be considered as a particularly Italian case. The main characteristics of Parmalat's corporate governance structure have been compared and contrasted with those prevailing among Italian listed companies, as well as with the highest...

We examine a primary outcome of corporate governance, the ability to identify and terminate poorly performing CEOs, to test the effectiveness of U.S. investor protections in improving the corporate governance of cross-listed firms. We find that firms from weak investor protection regimes that...

The 1992 revision of executive compensation disclosure rules in the U.S. could have benefited shareholders by inducing corporate governance improvements or harmed them by increasing disclosure costs. Consistent with the governance improvement hypothesis, companies that lobbied against the...

We investigate the reputational impact of financial fraud for outside directors based on a sample of firms facing shareholder class action lawsuits. Following a financial fraud lawsuit, outside directors do not face abnormal turnover on the board of the sued firm but experience a significant...