I analyze the allocation of the power to decide on hostile takeovers between directors and shareholders. My contribution is to show who actually has power in a takeover and what factors are at work to give such power. Although directors are traditionally considered to be in charge in deciding...

Acquirers do not benefit from hiring the CEOs of firms they buy, either in terms of merger announcement returns or long-run operating performance. This is especially true when the retained CEOs exhibit inferior quality (as proxied by target firm industrial efficiency or the target CEO's...

Recommendations of codes on board independence do not match the predictions of optimal board structure theories. We investigate whether firms solve this tradeoff between optimal and recommended levels with gray independent directors, those who do not achieve the formal requirements of...

This paper surveys the literature criticizing the view that managers should run companies aiming to create shareholder value by maximizing stock prices. Based on a multidisciplinary approach, I include empirical and theoretical papers from fields such as corporate law, management, finance,...

Conventional wisdom among corporate law theorists holds that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. This Article challenges that common...

Using hand-collected data on CEO non-compete agreements (NCAs), we find that CEOs are less likely to have NCAs when they face greater employment risk and more likely when firms expect to suffer greater harm if departing CEOs work with competitors in some capacity. Additionally, we find that the...

In this Article, we use hand-collected data to shed light on a troubling innovation in bankruptcy practice. We show that distressed companies, especially those controlled by private-equity sponsors, often now prepare for a Chapter 11 filing by appointing bankruptcy experts to their boards of...

Using five empirical methodologies to account for endogeneity issues, this study investigates the effects of board independence and managerial pay on the performance of 169 Saudi listed firms between 2007 and the end of 2014. Studying board independence and managerial pay utilises the main...

Prior research establishes that boards of directors can encourage risk-averse managers to take risky actions by providing stock options and severance pay. We demonstrate that the ability of these incentives to encourage risk-taking hinges on the level of uncertainty facing the manager, and that...

In this Article we submit that the compensation structures at banks before the financial crisis were not necessarily flawed and that recent reforms in this area largely reflect already existing best practices. In Part I we review recent empirical studies on corporate governance and executive pay...