Using natural language processing, we identify and categorize the corporate goals in the shareholder letters of the 150 largest companies in the United...

Why Are Firms with More Managerial Ownership Worth Less?

Using more than 50,000 firm-years from 1988 to 2015, we show that the empirical relation between a firm’s Tobin’s q and managerial ownership is...

The Corporate Governance Role of the Media: Evidence from Russia

Have exchange-listed firms become less important for the economy?

The firms listed on the stock market in aggregate contribute less to total non-farm employment and GDP now than in the 1970s. A major reason for this...

Why Do Bank Boards Have Risk Committees?

We develop a theory of bank board risk committees that explains why such committees can be valuable to shareholders even when they do not reduce bank risk....

Why do countries matter so much for corporate governance?

This paper develops and tests a model of how country characteristics, such as legal protections for minority investors and the level of economic and...

Do target CEOs sell out their shareholders to keep their job in a merger?

Credit Default Swaps and the Credit Crisis

Implementation of the SRD II Provisions on Related Party Transactions

In 2017 the European Union adopted amendments to the Shareholder Rights Directive enacted a decade earlier. Among the changes was a new Article 9c...

The Transfer of the Company's Seat in European Company Law

The Single Supervisory Mechanism or ?SSM?, Part One of the Banking Union

The Regulation on the Single Supervisory Mechanism mandates the European Central Bank to exercise prudential supervision on the most significant...

Banking Union: Aspects of the Single Supervisory Mechanism and the Single Resolution Mechanism Compared

The Banking Union is based on different components, partly on directives applicable throughout the EU, partly on two regulations applicable only in the...

Standard Setting for Accountants and the Role of the Public Interest Oversight Board

Standard setting for accountants and auditors takes places in international bodies, organised within the framework of the International Federation...

Enforcement of Corporate Governance Codes

Putting Technology to Good Use for Society: the Role of Corporate, Competition and Tax Law

Innovation and its main output, technology, are changing the way we work, socialise, vote, and live. New technologies have improved our lives and made...

The Case for an Unbiased Takeover Law (with an Application to the European Union)

Takeover regulation should neither hamper nor promote takeovers, but instead allow individual companies to decide the contestability of their...

Regulation and self-regulation of related party transactions in Italy: An empirical analysis

This paper assesses how Italian companies have implemented the regulation on related party transactions enacted by Consob in 2010. Companies have been...

Disclosure and Financial Market Regulation

This is a draft chapter for a forthcoming volume, The Oxford Handbook on Financial Regulation, edited by Eilís Ferran, Niamh Moloney, and Jennifer...

Investor Choice in Global Securities Markets

This paper, which forms part of the first phase of the New Special Study of the Securities Markets Project, explores how globalization has affected the...

The Basic Governance Structure: The Interests of Shareholders as a Class

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...

Extended Shareholder Liability for Systemically Important Financial Institutions

Regulators generally have tried to address the problems posed by the excessive risk-taking of Systemically Important Financial Institutions (SIFIs)...

Creeping Acquisitions in Europe: Enabling Companies to Be Better Safe than Sorry

Creeping acquisitions - grabs of a company?s de facto control without the launch of a formal tender offer ? are an acquisition technique that presents...

The Impact of Hedge Fund Activism: Evidence and Implications

Hedge fund activism has increased almost hyperbolically. Some view this optimistically as a means for bridging the separation of ownership and...

Regulation of Private Equity - Backed Leveraged Buyout Activity in Europe

Private equity-backed leveraged buyout activity in European markets has risen to unprecedented levels in recent years. This has yielded significant...

Limits of Private Sector Solutions for Banks: Recent UK Rights Issues

This article reviews regulatory concerns prompted by the difficulties that were encountered by four British banks in making rights issues and other pro...

Dispersed Ownership: The Theories, the Evidence, and the Enduring Tension Between 'Lumpers' and 'Splitters'

From a global perspective, the single most noticeable fact about corporate governance is the radical dichotomy between dispersed ownership and...

Non-Enforcement Led Public Oversight of Financial and Corporate Governance Disclosures and of Auditors

This paper examines the UK's system for public oversight of financial and corporate governance disclosures by issuers and of auditors, taking account...

Company Law Reform in the UK: A Progress Report

The UK has been taking its time on major company law reform. Comprehensive company law reform has been under discussion for more than six years but a full...

Ratings Reform: The Good, The Bad, and The Ugly

Both in Europe and in the United States, major steps have been taken to render credit rating agencies more accountable. But do these steps address the...

The Agency Costs of Activism: Information Leakage, Thwarted Majorities, and the Public Morality

Few doubt that hedge fund activism has radically changed corporate governance in the United States -- for better or for worse. Proponents see activists...

Loyalty Shares with Tenure Voting - Does the Default Rule Matter? Evidence from the Loi Florange Experiment

The contractual theory of the firm predicts that companies adopt charters that maximise firm value, regardless of the default rule. We test this...

A common argument against divestment is that it jettisons voting power and that it has a small effect on stock prices. We argue that divestment is a form of...

Outsourcing Active Ownership in Japan

This paper examines active ownership in Japan by an equity ownership service, Governance for Owners Japan (GOJ). GOJ engages with...

Returns to Hedge Fund Activism: An International Study

This paper provides evidence on the incidence, characteristics, and performance of activist engagements across countries. We find that the incidence...

Corporate Governance and Control

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

Hedge Fund Activism in Europe

The paper analyzes 362 European activist interventions by hedge funds, focus funds and other activist investors from 2000 to 2008. The sample includes...

Returns to Shareholder Activism: Evidence from a Clinical Study of the Hermes U.K. Focus Fund

This article reports a unique analysis of private engagements by an activist fund. It is based on data made available to us by Hermes, the fund manager...

Corporate Governance Through Voice and Exit

How do active managers engage with portfolio firms? And, what role does monitoring and engagement play in their trading decisions? We use proprietary...