Publications

All companies face challenges designing a governance system that works best for their particular situation and structure. Even the owners of privately held companies sometimes struggle with issues of separation and control. The challenges can be…

Over the last few decades, researchers have taken a thorough and critical look at corporate governance from various perspectives. For the most part, they have found that structural features of corporate governance have little or no relation to…

Proxy advisory firms are independent, for-profit consulting companies that provide voting recommendations to individual and institutional investors. Research shows that these firms have significant influence on voting outcomes. Given this…

Union pension funds are active in the proxy process, sponsoring approximately one-third of shareholder proposals each year. How do union pension funds determine which positions to advocate and which companies to target? Are their proposals made…

Americans tend to admire powerful leaders. However, it is not clear the extent to which having a powerful CEO is beneficial to an organization. How much power is too much power?

Recently, shareholder groups have sued companies for inadequate disclosure in the annual proxy. They allege that companies provide insufficient disclosure to determine how to vote on “say on pay.” If a company follows SEC guidelines, why is this…

The responsibility of corporate monitors is to safeguard assets and reduce agency costs. Should monitors be paid bonuses? If so, what form should they take and what performance targets should be used?

The public believes that “say on pay” reduces executive compensation and leads to improved compensation practices. The research evidence, however, shows this is not the case. Is it time to rethink say on pay? The Closer Look series is a…

Given the pervasiveness of social media, should the board of directors pay closer attention to the information exchanged on these sites? Can this information be used to improve oversight and risk management?

The sudden death of a CEO can provide insight into the quality of succession planning at a company. Why don’t more companies have a truly operational plan in place?

The topic of executive compensation elicits strong emotions but somewhat less critical analysis. How much value creation should be attributable to the efforts of the CEO? What percent of this value should be fairly offered as compensation?

Executive compensation figures are not what they seem. Executive pay packages contain a diverse mix of incentives whose ultimate value is often quite different from their expected value. Why don’t companies clearly differentiate between expected…

Hewlett-Packard has faced numerous leadership and strategic changes over the last twelve years. It has also been involved in more than its fair share of controversies. Are these signs of governance failure at the board level?

Recent experience suggests that many CEOs and directors of failed companies are able to obtain or retain directorships at other companies after their departure. Should this be a concern for shareholders?

In this fictitious tale, we apply the governance provisions of Dodd-Frank to the world of college football. If they would not work in that setting, should we expect them to work in business?

By many measures, current CEOs should be the best candidates to serve on the board of directors. However, recent survey evidence suggests this may not be the case. Should companies reassess the importance of this criteria when looking for new…

This case examines seven commonly accepted myths about corporate governance. How can we expect managerial behavior and firm performance to improve, if practitioners continue to rely on myths rather than facts to guide their decisions?

This case examines seven commonly accepted myths about executive compensation. Public perception is that executives are overpaid and that compensation contracts are not structured in the best interest of shareholders. Why don’t experts rely on…

This case study examines prominent features of the governance system of Tesla Motors, as it has evolved from inception to IPO. Now that Tesla is public, how is its governance likely to change in the future?

The recommendations of Institutional Shareholder Services are influential in the proxy voting process, particularly in matters relating to equity compensation and exchange offers. What evidence is there that these recommendations increase…