A corporate governance model built around hierarchical structures, in which authority and empowerment flows through the board of directors to management and eventually staff, and the board is responsible to shareholders (the owners) of a company, worked well in an era of industrial capitalism,...

After the financial crisis, there has been considerable debate about the role of corporations in society. It has become broadly accepted that corporations - particularly the world's largest publicly traded corporations – need to be governed with respect for the society and the environment....

This paper studies the effect of common ownership on corporate social responsibility (CSR). We find that common ownership is positively associated with a firm's CSR score. The effect is stronger for firms in more competitive industries. We propose a two-stage duopoly game in which CSR serves as...

The question of whether and how partial common-ownership links between strategically interacting firms affect firm objectives and behavior has been the subject of theoretical inquiry for decades. Since then, the growth of intermediated asset management and consolidation in the asset-management...

Legal scholars have long discussed the gap, or “acoustic separation”, between stringent standards of conduct (“conduct rules”) and more lenient standards of review (“decision rules”) in legal regulation. This gap has been particularly stark in the United States in relation to...

The governance of infrastructure institutions in the financial markets – namely exchanges, central counter-parties (CCPs), and central securities depositories (CSDs) – has become a matter of significant commercial, regulatory, legislative, and even political concern. Such institutions play a...

The Berle XIV: Developing a 21st Century Corporate Governance Model Conference asks whether there is a viable 21st Century Stakeholder Governance model. In our conference keynote article, [here], we argue that to answer that question yes requires restoring — to use Berle’s term — a...

This study examines the role of codes of ethics in reducing the extent to which managers act opportunistically in reporting earnings. Corporate codes of ethics, by clarifying the boundaries of ethical corporate behaviors and making relevant social norms more salient, have the potential to deter...

A startup’s path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees’ incentives to pursue gold. If the employees and investors expect the startup to...

We construct a model to show that predatory strategies by a financially strong rival can cause a financially weak firm to underinvest. This threat intensifies when the two firms produce similar products and share similar future investment opportunities. We show that cash holdings become more...