The debate over short-term thinking at corporations has so far focused largely on companies in the U.S. and the UK. The fact that controlling shareholders are less common in those countries than in many others may explain why the extensive …

CEOs and institutional investors have increasingly embraced Environmental, Social, and Governance (ESG) considerations and used them in deciding where to invest. According to the Sustainable Investment Forum, the value of U.S. sustainable assets rose from $6.6 trillion in 2014 to …

In a forthcoming chapter, we explore the duality of corporate purpose, which reflects two sides of corporate law and governance. First, because each corporation must specify a purpose in its charter, corporate purpose can be understood at the level of …

Corporate governance can play an important role in a company’s approach to machine learning technologies such as artificial intelligence (“AI”) and in the mitigation of risks associated with their use.

A thoughtfully developed governance structure for AI will reflect oversight, …

Financial crises are often followed by debates about whether bankers’ incentives helped create distress in the financial sector.  We contribute to this debate by documenting the extent to which bankers’ pay contains prudence-related targets, the association between those targets and …

Perhaps the most important current development in corporate governance is the growing divide between the United States and the European Union on core questions of fiduciary duty when it comes to ESG.  I want to describe this growing divide, to …

How do the corporate laws of Global South jurisdictions differ from their Global North counterparts? Prevailing stereotypes depict the corporate laws of developing countries as either antiquated, mere copies of Global North models or plagued by problems of enforcement. While …

The Securities and Exchange Commission regulations on climate disclosure, first proposed in March 2022 and likely to be issued in final form in October 2023,[1] have drawn considerable controversy and face an uncertain fate in the inevitable litigation.[2]…

Despite an increasing focus on corporations that profit from social injustices and misconduct, governments and international agencies have had limited success in addressing these issues. Advocates for change suggest that stakeholders, particularly retail consumers, could help, given that their purchasing …

There have been 12 proxy contests that have gone to a vote under the SEC’s universal proxy rules, which became effective on September 1, 2022. A review of these contests reveals several themes.

Overall Results: Activists obtained a board seat …

In recent years, integrity oaths have gained popularity as a tool to reinforce ethical behavior among executives and professionals. However, little is known about the impact of these oaths on firms’ financial reporting quality. We answer this question using data …

Environmental, Social, and Governance (ESG) investing has drawn  a lot of attention over the past decade, but the extent to which institutional investors have altered their perspective on ESG, as evidenced by their voting and portfolio decisions, remains unclear. In …

Over the last two decades, firms have been under growing pressure from investors, business leaders, and activists to increase female and minority representation on boards of directors. First adopted by Norway in 2003, regulations relating to boardroom gender diversity have …

In a new book, I argue that the conversation about diversity in corporations (legal rules, policy discussions, academic writing, and media narratives) is missing some vital pieces. This means that we are making rules without understanding the full picture …