Publications

In 2011, David Sokol, CEO of Berkshire Hathaway’s energy subsidiary, purchased $10 million of Lubrizol stock days before recommending that Berkshire Hathaway acquire the firm. Did Sokol’s actions reflect a broad governance failure for the firm?…

In recent years, much attention has been paid to CEO succession planning as a risk management issue, particularly at companies whose CEOs are experiencing health issues. How much information should the company disclose on the health of the CEO?…

Some executives who accumulate a substantial ownership position in the company hedge or pledge their shares to limit their financial risk. Should the board of directors allow this to occur?

In recent years, there has been considerable debate as to whether CEO compensation is actually correlated with performance in U.S. companies. Why don’t shareholders and stakeholders examine the relation between CEO wealth and stock price to…

A director’s social and professional network contributes many positive benefits that increase shareholder value. Why isn’t more attention paid to the relation between personal networks and governance quality?

In recent years, there has been a proliferation of non-GAAP metrics to supplement audited financial statements. Are these adjustments being made for the benefit of shareholders, or to distort financial results?

Linguists and psychologists have developed techniques to identify deceptive language and behavior. Why don’t shareholders use these same techniques to evaluate the truthfulness of management and detect financial manipulation?

In recent years, there has been considerable controversy about whether shareholders should be able to nominate candidates to serve on the board of directors. What impact would proxy access have on director elections? Would it improve or impair…

One of the most important decisions that a board of directors must make is the selection of the CEO. What type of disclosure can provide shareholders with insight into succession planning?

Compensation and disclosure have grown very complex over time. Is this complexity necessary? Should it be simplified?

Experts place considerable emphasis on the board structure. Many boards now look indistinguishable, and yet can differ very much in terms of oversight quality. Has an emphasis on board structure led to a decrease in board quality?

The governance structure of Berkshire Hathaway is remarkably different from that of other corporations, and most of its features do not conform to the “best practices” recommended by experts. Why is this an important exception, and what can it…

In recent years, RiskMetrics has played an influential role in the proxy voting process. Several companies, however, are critical of the methodology it uses to inform its recommendations, particularly with regards to equity compensation. Is it…