Empirical Studies of Corporate Law and Governance: Some Steps Forward and Some Steps Not

Empirical Studies of Corporate Law and Governance: Some Steps Forward and Some Steps Not

Michael Klausner

Series number :

Serial Number: 

Date posted :

January 17 2018

Last revised :

January 17 2018
SSRN Share


  • empirical literature • 
  • corporate law • 
  • Corporate governance • 
  • State competition • 
  • independent boards • 
  • takeover defenses • 
  • Corporate governance indices • 
  • state incorporation • 
  • institutional shareholders • 
  • poison pills

This chapter examines the empirical literature on corporate law and governance in the United States. Four areas of the US corporate governance literature are discussed: (i) state competition to produce corporate law, (ii) independent boards, (iii) takeover defenses, and (iv) the use of corporate governance indices.

The chapter concludes that these areas of research reflect varying degrees of success. The literature on state competition has been a major success. We know much more in this area as a result of empirical analysis in this area than we did on the basis of theory alone. At the other extreme is the literature on takeover defenses and the related literature that uses governance indices as measures of governance quality. Those empirical literatures are plagued by misunderstandings of how takeovers and takeover defenses work, and many results are therefore not as informative as they appear to be. In between is the literature on the impact of an independent board. Here, empiricists faced perhaps insurmountable challenges in proving causation, but nonetheless exposed informative associations.

Published in

Published in: 
Publication Title: 
The Oxford Handbook of Corporate Law and Governance
Part l: Theoretical Approaches, Tools, and Methods Section 8