Research by the Corporate Governance Research Initiative

Over the years, the U.S. Securities and Exchange Commission (SEC) has exempted foreign private issuers (FPIs)—foreign companies traded on U.S. exchanges—from certain U.S. securities laws in order to attract high-quality companies from companies…

Artificial intelligence has the potential to significantly transform boardroom practices — but perhaps in different ways than is commonly recognized. Four areas in particular are poised for impact, including how boards function, how boards…

Shareholders and stakeholders place considerable emphasis on the importance of reliable CEO succession planning. Nevertheless, it is far from clear that CEO succession planning is any better today than a decade or two ago.

In this …

In this Closer Look, we take a deep dive into a sample of companies that failed their say-on-pay votes and the changes they implemented the subsequent year. We find many failed votes are in response to large, one-time special awards.…

The concept of systemic organizational risk is critically important in corporate governance. A systemic risk is one in which the system itself — through its incentives, structure, and culture — encourages or fails to detect behavior contrary to…

In November 2018, a Boeing 737 MAX airplane crashed off the coast of Indonesia, killing all 189 passengers and crew members. Four months later, a second 737 MAX flying from Ethiopia to Nairobi crashed, killing 157 individuals. In this Closer Look…

In this Closer Look, we consider whether ESG is a luxury good — a good whose high price tag stimulates demand. During times of economic prosperity, shareholders expressed willingness to sacrifice personal financial benefit to see environmental…

The proxy advisory industry – in which independent third-party firms provide voting recommendations to institutional investors for matters on the annual proxy – has grown in size and controversy. Despite a large number of smaller players, the…

In recent years, many companies have made voluntary pledges to reduce their carbon footprint. In this Closer Look, we examine how some companies institutionalize their climate commitments through executive compensation contracts. We find…

CEO succession planning is a critical exercise for any organization. And yet, experience clearly demonstrates that many companies fail to successfully handle the transition from one CEO to the next. What are the causes of this breakdown? We…

Recent years have seen a reemergence of the practice of awarding “mega grants” to CEOs. Mega grants are large, one-time equity awards granted in lieu of or in addition to annual awards with the intended purpose of providing significant incentive…

In Closer Look, we highlight significant “holes” in our knowledge of corporate governance. These are central issues where insufficient or inadequate study has left us unable to answer basic questions, and where key assumptions relied upon by…

In this Closer Look, we consider current trends in shareholder activism and their potential impact. We examine the introduction of universal proxies, the increase in “activism experience” among directors, and the changing strategies of activists…

In this Closer Look, we examine individual investor perception of ESG to gauge their concern for environmental and social issues, their view of whether fund managers should use their voting power to influence ESG practices, and their willingness…

ESG ratings firms provide information to investors, analysts, and corporate managers about the relation between corporations and non-investor stakeholders interests. Recently, ESG ratings providers have come under scrutiny over concerns of the…

In this Closer Look, we use the example of VICI Properties — a publicly traded REIT that emerged from the bankruptcy of Caesar’s Entertainment — to examine how appropriate governance choices can change the course of a corporation and establish a…

We examine CEO turnover and succession planning using a unique and highly comprehensive data set from the company exechange. Exechange applies a novel methodology that evaluates the circumstances surrounding a CEO departure to determine the…

The trend to incorporate Environmental, Social, and Governance (ESG) matters into corporate boardrooms and capital markets is pervasive. Nevertheless, considerable uncertainty exists over what ESG is, how it should be implemented, and its…

The role that a CEO’s personality plays in corporate outcomes is a topic of considerable interest, particularly the relation between narcissistic CEOs and performance. Common perception is that CEO narcissism is highly prevalent, and considerable…

In this Closer Look, we examine the General Counsel perspective of Environmental, Social, and Governance matters. General Counsel offer an interesting perspective because they are charged with advising boards and companies on operating between…

In this Closer Look, we examine a new industry that has arisen in recent years to facilitate the financing of stock-option exercises for employees and executives of pre-IPO companies. These capital providers allow individuals to exercise and…

In 2020, the Securities and Exchange Commission revised human capital disclosure rules to improve shareholder understanding of how human capital management contributes to corporate value and strategy. In this Closer Look, we examine early…

Recent years have witnessed a growing trend of stakeholder issues becoming prominent in discussions of corporate governance. One source of this pressure comes from an unexpected constituent: the company’s own employee base. In this Closer Look,…

The SEC adopted Rule 10b5-1 to provide an affirmative defense against allegations of insider trading to executives whose jobs regularly expose them to material nonpublic information. In this Closer Look, we present evidence on the trading…