This piece provides the brief submitted to the Delaware Chancery Court by plaintiff in the case of Bebchuk vs. CA, Inc. The case concerns the attempt by CA to exclude from the corporate ballot a stockholder proposal to adopt a proposed bylaw concerning the use of poison pills on grounds that it...

Between 1950 and 2005, the composition of large public company boards dramatically shifted towards independent directors, from approximately 20% independents to 75% independents. The standards for independence also became increasingly rigorous over the period. The available empirical evidence...

This paper seeks to draw a lesson for designing major reforms of corporate governance in the future. It recalls the key events leading to the recent seismic shift in corporate governance policies applicable to American public corporations, and identifies the four sources of policy changes - the...

An analysis of over 569,000 option grant filings by insiders after the imposition of the two-day reporting rule by the Sarbanes-Oxley Act (SOX) reveals that post-grant date market-adjusted stock returns are positive but lower in magnitude than pre-SOX figures, suggesting that SOX has curtailed,...

Investors typically base executive compensation on performance measures reported by managers and verified by third-party monitors. This paper explicitly examines how compensation influences the reporting behavior of managers and auditors and finds that (1) strengthening the link between pay and...

This article examines whether the cost of complying with the Sarbanes-Oxley Act of 2002 (SOX) contributed to the rise in going-private transactions after its enactment. Prior studies of this issue generally suffer from a mistaken assumption that by going-private, a publicly-traded firm...

The current debate over shareholder access to the issuer's proxy for the purpose of making director nomination is both overstated in its importance and misses the serious issue in question. The Securities Exchange Commission's new e-proxy rules, which permit reliance on proxy materials posted on...

U.S. corporate law has long denied shareholders the power to make rules-of-the-game decisions - that is, decisions to change the company's charter or state of incorporation. In an article published last year, The Case for Increasing Shareholder Power, I advocated providing shareholders with...

The quality of China's capital markets cannot be improved without raising the quality of its listed companies. One problem with China's capital markets is that frequent scandals involving listed companies have created market uncertainty in the eyes of investors. This paper offers an explanation...

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...