This paper examines the largely emasculated role of corporate boards of directors in effectively discharging their fiduciary obligations of promoting and protecting the interests of absentee shareholders. Although legislation and regulation in India, through the Companies Act and Listing...

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...

Risk management provisions can be divided into provisions that require companies to have risk management systems in place, provisions that require the disclosure of information on such systems, and provisions that require the disclosure of information on actual risks. Disclosure requirements...

Leveraged Employee Stock Ownership Plan (quot;ESOPquot;) transactions originated in the 1950s, yet there are still unresolved valuation issues that arise from a complex set of operating expenses, financing structures and contingent claims that are unique to leveraged ESOPs. Although complex,...

In the absence of owners, how effective are the constraints imposed by the state in promoting effective firm governance? This paper develops state-level indices of governance environment facing not-for-profits and examines the effects of these rules on not-for-profit behavior. Stronger...

Motivated by the potential for opportunistic behavior in pay decisions, recent SEC and IRS regulations essentially preclude inside directors from serving on a firm's compensation committee. In this paper, we examine whether greater compensation committee independence promotes shareholder...

This article tests whether the Sarbanes-Oxley Act (quot;SOXquot;) affected the premium that investors are willing to pay for shares of foreign companies cross-listed in the United States. I find that from year-end 2001 (pre-SOX) to year-end 2002 (after SOX adoption), the Tobin's q and...

This article argues that mandatory securities disclosure regulation has unanticipated and ill-considered consequences. Disclosure regulation makes some forms of behavior more expensive relative to others. Rational actors will respond by shifting some conduct into comparatively cheaper outlets....

The corporate governance debate has focused recently on executive compensation. While defenders of the status quo assert that CEO compensation - and corporate governance generally - is efficient, critics contend that boards have been captured by powerful CEOs who demand excessive pay...

Since the 2008 financial crisis, executive compensation has been the subject of increased regulation, including the mandatory adoption of compensation clawback policies by the Dodd Frank Act. By allowing firms to recoup compensation from managers who breach their fiduciary duty, clawbacks...