management
Algorithmic Trading and How it Affects What Directors Learn from Stock Prices
Algorithmic trading (AT) is one of the most notable financial innovations in several decades and constitutes a substantial portion of recent trading in stock markets. However, evidence on the economic consequences of AT is mixed. On one hand, prior research …
How Boards Use Auditor-Provided, Non-Public Information in Overseeing Management
To what extent do directors care about financial reporting? Prior research provides some evidence that financial reporting quality is important to boards and that financial misreporting influences their executive retention decisions. For example, the public revelation of past financial reporting …
How Takeovers Affect Firms’ Voluntary Disclosure
How does the possibility of being taken over affect the disclosure of information by the management of the target firm? This has been a question of considerable interest in the accounting and finance literature because transparency is very important for …
Does Common Ownership Really Prompt Managers to Compete Less?
How common ownership affects competition is a source of acute disagreement among scholars and policymakers, with some who believe common ownership depresses competition seeking antitrust law reforms that would significantly constrain how investment funds operate. Neglected in this vigorous debate, …
ESG Investing: Why Here? Why Now?
ESG investing is taking the world of finance by storm. Few concepts have come to dominate an academic discipline as quickly as Environmental, Social, and Governance (ESG) has come to dominate the field of corporate law. While certain forms of …
COVID-19 Isolation, Managerial Sentiment, and Corporate Policies
Global efforts to limit the spread of Covid-19 have prompted the widespread adoption of restrictions on people’s ability to go out and about and, as result, have thrust public mental health issues into the spotlight. Mandatory work-from-home arrangements, for example, …
How Stricter Disclosure Rules for Private Meetings Affect Stock Price Informativeness and Volatility
Private meetings between management and investors occur worldwide and are generally held at corporate headquarters with invited investors and sell-side analysts (a.k.a., site visits). Ng and Troianovski (WSJ, 2015) report that U.S. investors pay $1.4 billion a year to securities …
Executive Compensation: The Trend Toward One Size Fits All
In a new paper, I document a recent and strong standardization in the structure of executive compensation. This standardization is unexpected since, in principle, the optimal incentive contract is a function of many factors that vary among firms. Executives receive …
Executive Private Misconduct
Over the last few years, misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. The misconduct has ranged from the inadvisable to the unethical to the criminal. Almost …
Gender and Executive Job Mobility: Evidence from Mergers and Acquisitions
While the obstacles women face in moving up the organizational hierarchy (captured in the popular metaphor of the “glass ceiling”) have been well studied, much less attention has been paid to understanding the circumstances women face after they reach senior …
The Risks and Rewards of Shareholder Voting
[Editor’s Note: This and the following piece offer a point/counterpoint on shareholder voting.] The SEC’s recently proposed rules on proxy advisers and shareholder proposals have made shareholder voting one of the most prominently debated corporate governance issues ever. In a …
The Potentially Toxic Combination of Management Culture and Modern Surveillance
In my forthcoming article, Management Culture & Surveillance, I argue that we should be worried about management overreach in the use of workplace surveillance. Based on new evidence of modern management’s roots in the slave plantations of the U.S. …
Do Anti-Pledging Policies Have Unintended Consequences for Corporate Governance?
Many managers receive company stock as compensation and then pledge that stock as collateral for personal loans. The practice is increasingly common, and its potential economic impact is anything but negligible. For example, Larcker and Tayan (2010) document that pledged …
Corporate Management in the Age of Artificial Intelligence
Law and technology-related research has arrived in the world of corporate law, as academics begin to tackle topics like artificial intelligence (AI), increasing automation and robots, Big Data, and blockchain. In a recent working paper, I focus on a …
Rising Executive Pay Tied to Uncertainty of Joining New Firms
Everyone knows executive pay is rising. None of us can agree about why. Our forthcoming study in The Accounting Review, “Matching Premiums in the Executive Labor Market,” points to one reason—executives are being compensated for the risk they bear …
How Does Private Firm Innovation Affect Anti-Takeover Provisions in Corporate Charters?
The role of anti-takeover provisions (ATPs) in the corporate charters of firms has recently become a matter of considerable debate in the academic literature. On the one hand, earlier studies have argued that ATPs entrench firm management and therefore depress …
Wachtell Lipton Offers Thoughts for Boards of Directors in 2019
In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader context of rapidly changing political and social norms and increasing divisiveness across …
Institutional Investors, Voting Power, and Voting Patterns
Institutional shareholders’ role in corporate governance and their effect on firm value have been explored, both theoretically and empirically, mainly in the context of dispersed-ownership environments like the United States or the United Kingdom. In these common law countries, institutional …
Wachtell Lipton Puts a Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …