Boards

Evolving Directors’ Duties in the Common Law World

Legal scholars have long discussed the gap, or “acoustic separation”, between stringent standards of conduct (“conduct rules”) and more...

Lift not the Painted Veil! To Whom are Directors? Duties Really Owed

In this article, we identify a fundamental contradiction in the law of fiduciary duty of corporate directors across jurisdictions, namely the tension...

Culture and Law in Corporate Governance

Understanding the role of culture in corporate governance has become a subject of growing importance. Today, no institutional analysis of corporate...

Are busy boards effective monitors?

Corporate Governance and Control

Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of...

Governance by Contract: The Implications for Corporate Bylaws

Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum...

Directors’ and Officers’ Liability: Economic Analysis

This paper will be published as a chapter of the forthcoming volume ‘Directors & Officers Liability’ edited by Simon F. Deakin, Helmut Koziol,...

It's Not So Bad: Director Bankruptcy Experience and Corporate Risk-Taking

We show that firms take more (but not necessarily excessive) risks when one of their directors experiences a corporate bankruptcy at another firm where...

The Corporate Governance Machine

The conventional view of corporate governance is that it is a neutral set of processes and practices that govern how a company is managed. We demonstrate...

Information Flows, Organizational Structure, and Corporate Governance

This survey provides an overview of theoretical and empirical research on information flows in corporations. It highlights key frictions preventing...

The impact of board gender composition on dividend payouts

This paper investigates whether female independent directors are more likely to impose high dividend payouts. We find evidence that firms with a larger...

Better Governance of Financial Institutions

Corporate governance of banks and other financial institutions differs considerably from general corporate governance. For financial institutions...