Publications

In this Closer Look, we examine the formal and informal advice networks that corporate directors rely on to improve decision making and performance. We find directors are active consumers of advice. They rely on paid advisors particularly in…

In this Closer Look, we provide a detailed examination of the labor market for directorships among the senior executives of publicly traded U.S. companies with a focus on non-CEO-level executives. We find that directorships held by…

In recent years, a small number of companies offered mega grants (equity awards with an expected value in excess of $100 million) to their CEOs. We examine the outcomes of a sample of 40 grants issued to 28 CEOs, including how much realizable…

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…