Found 28 article(s) for author 'Corporate Governance'

Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy

Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy. Lucian Bebchuk, November 28, 2018, Opinion, “Index funds own an increasingly large proportion of American public companies, currently more than one fifth and steadily growing. Understanding the stewardship decisions of index fund managers—how they monitor, vote, and engage with their portfolio companies—is critical for corporate law scholarship. In a study that we recently placed on SSRN—Index Funds and the Future of Corporate Governance: Theory, Evidence and Policy—we seek to contribute to such understanding by providing a comprehensive theoretical, empirical, and policy analysis of index fund stewardship.Link

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Revisiting the uneasy case for corporate taxation in an uneasy world

Revisiting the uneasy case for corporate taxation in an uneasy world. Mihir Desai, October 31, 2018, Paper, “Just as the public increasingly wants corporate taxation to serve as a mechanism for ensuring that business contributes to society, the sustainability of corporate taxation is increasingly under challenge by a changing global landscape. This tension between the heightened demands placed on the corporate tax system and its reduced capacity prompts the question: How can an increasingly tenuous fiscal instrument be modified to accommodate rising expectations? In this paper, we address this question by reviewing the empirical evidence on, and conceptual underpinnings of, the corporate tax. We place the taxation of corporations in a wider context that links it to ongoing debates on corporate law and governance and on corporate social responsibility.Link

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What Would It Take to Get Businesses to Focus Less on Shareholder Value?

What Would It Take to Get Businesses to Focus Less on Shareholder Value? Rebecca Henderson, August 21, 2018, Opinion, “Last week, Massachusetts Senator Elizabeth Warren announced that she’s about to propose the most significant change in U.S. corporate governance in 100 years. We don’t yet have the full details, but one reading of her piece is that she’s going to propose requiring every company with more than $1 billion in revenue to become a “benefit corporation” — a corporation whose fiduciary duty is not only to its shareholders but to all its major “stakeholders.”Link

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Do Founders Control Start-Up Firms that Go Public?

Do Founders Control Start-Up Firms that Go Public? Jesse Fried, May 2018, Paper, “Startup founders, who generally must cede control to obtain VC financing, are widely believed to regain control in the event of an IPO, à la Facebook’s Mark Zuckerberg. Indeed, the premise that founders expect to be able to reacquire control if there is an IPO underlies the leading finance theory for why venture capital cannot thrive without a robust stock market. But little is known about how frequently founders regain control via IPO. Using a sample of over 18,000 VCbacked firms, we show that founders generally do not reacquire control via IPO. In almost 60% of firms that go public, the founder is no longer CEO at IPO.Link

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The Agency Problems of Institutional Investors

The Agency Problems of Institutional Investors. Lucian Bebchuk, Summer 2017, Paper, “Financial agency result from problems economics the dispersion between and corporate of  corporate ownership governance managers in large have publicly and long shareholders traded focused corpora- on that the Financial agency problems between corporate managers and shareholders that result from the dispersion of ownership in large publicly traded corporations. In this paper, we focus on how the rise of institutional investors over the past several decades has transformed the corporate landscape and, in turn, the governance problems of the modern corporation. The rise of institutional investors has led to increased concentration of equity ownership, with most public corporations now having a substantial proportion of their shares held by a small number of institutional investors. At the same time, these institutions are controlled by investment managers, which have their own agency problems vis-à-vis their own beneficial investors. These agency problems are the focus of our analysis.Link

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Independent Directors and Controlling Shareholders

Independent Directors and Controlling Shareholders. Lucian Bebchuk, May 2017, Paper, “This Article is part of the research of the Controlling Shareholders Project of the Harvard Law School Program on Corporate Governance. The Article was partly written while Hamdani was a visiting professor at Harvard Law School during the fall of 2015. As detailed below, during the years 2006–2008 and 2011–2012, the authors contributed to reforming Israeli corporate law in directions advocated in this Article, and this Article draws on the authors’ work and experience in connection with those reforms.Link

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The Untenable Case for Perpetual Dual-Class Stock

The Untenable Case for Perpetual Dual-Class Stock. Kobi Kastiel, Lucian Bebchuk, April 24, 2017, Paper, “We recently placed on SSRN our study, The Untenable Case for Perpetual Dual-Class Stock. The study, which will be published by the Virginia Law Review in June 2017, analyzes the substantial costs and governance risks posed by companies that go public with a long-term dual-class structure.  The long-standing debate on dual-class structure has focused on whether dual-class stock is an efficient capital structure that should be permitted at the time of initial public offering (“IPO”). By contrast, we focus on how the passage of time since the IPO can be expected to affect the efficiency of such a structure.Link

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Stock Splits to Profit Insider Trading: Lessons from an Emerging Market

Stock Splits to Profit Insider Trading: Lessons from an Emerging Market. Richard Zeckhauser, February 28, 2017, Paper, “Stock splits have long presented financial puzzles: Why are they undertaken? Why are they associated with abnormal returns? Abnormal returns, particularly those coming shortly before a split’s announcement date, should raise strong suspicions of insider trading, particularly in nations with weak regulatory structures. We examined the 718 split events in the emerging stock market of Vietnam from 2007 through 2011. We found evidence consistent with illegal insider trading, particularly in firms that were vulnerable to insider manipulation and, therefore, more likely to split their stocks. When vulnerable firms’ stocks did split, they provided significant excess short-term returns.Link

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Monetary Liability for Breach of the Duty of Care?

Monetary Liability for Breach of the Duty of Care? Holger Spamann, September 2015, Paper, “This paper clarifies why optimal corporate governance generally excludes monetary liability for breach of directors’ and managers’ fiduciary duty of care. In principle, payments predicated on judicial evaluations of directors’ and managers’ business decisions could usefully supplement payments predicated on stock prices or accounting figures in the provision of performance incentives. In particular, the optimally adjusted combination of standard performance pay and tailored partial liability could impose less risk on directors and managers, and provide better risk-taking incentives, than standard performance pay alone. This paper shows this in a formal model summarizing well-known results.Link

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