This paper presents a contracting model of governance based on the premise that CEOs are the main promoters of governance change. CEOs use their power to extract higher pay or private benefits, and different governance structures are preferred by different CEOs as they favor one or the other...

This paper presents a contracting model of governance based on the premise that CEOs are the main promoters of governance change. CEOs use their power to extract higher pay or private benefits, and different governance structures are preferred by different CEOs as they favor one or the other...

This chapter examines the relationship between corporate governance and competition, particularly with regard to cartel formation, and discusses how corporate governance and firm agency problems affect optimal law enforcement against cartels, both in terms of sanctions and leniency policies....

This paper outlines the foundations of corporate governance. The discussion includes a review on the modern corporation, transaction costs theory, agency costs theory, legal investor protection, investor protection by corporate governance and its various mechanisms, as well as an overview of the...

Shareholder stewardship is a prominent topic in the field of corporate governance that has been high on the agenda of academics and policymakers for about a decade now. It is viewed by many as a necessary component to robust corporate governance and as a tool for long-term profitability....

It is trite law that a director is a fiduciary to his or her company and must act in the interests of the company. However, identifying the “interests of the company” is not so straightforward. Different theories of the nature of the company and different stakeholders interested in the...

Independent director requirements have spread throughout Asia, generating diverse definitions, enforcement patterns and cadres of directors (Part I). Yet the proliferation itself, and some of its features, provide some support for convergence in corporate governance, especially in function...

When it comes to the long-term well being of our society, it is difficult to overstate the importance of addressing poverty and economic inequality. In Capital in the Twenty-First Century, Thomas Piketty famously argued that growing economic inequality is inherent in capitalist systems because...

In her article, Shareholder Wealth Maximization as a Function of Statutes, Decisional Law, and Organic Documents, Professor Joan Heminway notes that efforts to guide the decision-making of corporate directors away from shareholder wealth maximization are suspect, whether by way of charter,...

Corporate governance mechanisms are traditionally seen as devices for reducing agency costs between shareholders and managers in the context of private ordering. More recently, however, the UK and other governments have embraced regulations in the field of corporate governance as tools through...