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Stanford Closer Look Series

The Stanford Closer Look series is a collection of short studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue and explain why it is important.

Stanford Closer Look|

Netflix Approach to Governance: Genuine Transparency with the Board

David F. Larcker, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative, May
2018

The hallmark of good corporate governance is an independent board of directors to oversee management. However, it is not clear that independent directors receive the information they need to make...

Stanford Closer Look|

The Big Thumb on the Scale: An Overview of The Proxy Advisory Industry

James R. Copland, David F. Larcker, Brian Tayan
Stanford Closer Look Series. May
2018

Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of...

Stanford Closer Look|

Governance Gone Wild: Epic Misbehavior at Uber Technologies

David F. Larcker, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative, December
2017

In this Closer Look, we examine the roles that leadership and culture play in contributing to chronic misbehavior and the manner in which it takes root in an organization. We...

Stanford Closer Look|

Critical Update Needed: Cybersecurity Expertise in the Boardroom

David F. Larcker, Peter C. Reiss, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative, November
2017

The board of directors is expected to ensure that management has identified and developed processes to mitigate risks facing the organization, including risks arising from data theft and the loss...

Stanford Closer Look|

Building a Better Board Book

Alex Baum, David F. Larcker, Brian Tayan, Jacob Welch
Stanford Closer Look Series. October
2017

Board members rely on information provided by management to inform their decisions. Unfortunately, some research calls into question the adequacy of the information the board members receive and, by extension,...

Stanford Closer Look|

CEO Talent: A Dime a Dozen, or Worth its Weight in Gold?

Nicholas E. Donatiello (1960-2018), David F. Larcker, Brian Tayan
Stanford Closer Look Series. September
2017

Governance experts have vigorously debated the appropriateness of CEO compensation. And yet, very little effort has been made to understand the size, quality, and efficiency of the labor market for...

Stanford Closer Look|

Retired or Fired: How Can Investors Tell if a CEO Was Pressured to Leave?

Ian D. Gow, David F. Larcker, Brian Tayan
Stanford Closer Look Series. May
2017

CEO succession at many companies occurs in a black box. Shareholders are not privy to boardroom discussions prior to the announcement of a CEO departure, and press releases announcing the...

Stanford Closer Look|

An Activist View of CEO Compensation

Alex Baum, David Robert Hale, Mason Morfit, David F. Larcker, Brian Tayan
Stanford Closer Look Series. April
2017

Understanding CEO compensation plans is a continuing challenge for directors and investors. The disclosure of these plans is dictated by SEC rules that rely heavily on the “fair value” of...

Stanford Closer Look|

Board Evaluations and Boardroom Dynamics

Taylor Griffin, David F. Larcker, Stephen A. Miles, Brian Tayan
Stanford Closer Look Series. Corporate Governance Research Initiative, March
2017

The boards of all publicly traded companies are required to conduct a self-evaluation at least annually to determine whether they are functioning effectively. Research suggests that while many directors are...

Stanford Closer Look|

From Boardroom to C-Suite: Why Would a Company Pick a Current Director as CEO?

David F. Larcker, Brian Tayan
Stanford Closer Look Series. March
2017

Many observers consider the most important responsibility of the board of directors its responsibility to hire and fire the CEO. To this end, an interesting situation arises when a CEO...

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Another Netflix Disruption: A Transparent Board

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