ECGI | European Corporate Governance Institute

Latest Working papers

19 April 2021

On a Stakeholder Model of Corporate Governance

Rationales for a stakeholder model of corporate governance are based on enlightened self-interest, moral imperative, and/or externalities. Of these, the externalities rationale holds the most promise to justify a stakeholder...

Jonathan Karpoff

Dual Class Shares

14 April 2021

London allowing dual class Premium listings: A Swedish commentary

In the UK Listing Review it is suggested that the London Stock Exchange should allow companies with dual class share (DCS) structures with differentiated voting rights to list on the Premium segment. In this paper, we discuss this...

Erik Lidman | Rolf Skog

Sustainability

13 April 2021

The EU Sustainable Governance Consultation and the Missing Link to Soft Law

In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable through an analysis of some of the key questions found in the European Commission’s questionnaire in its public...

Guido Ferrarini | Michele Siri | Shanshan Zhu

Diversity

12 April 2021

Will Nasdaq's Diversity Rules Harm Investors?

In December 2020, Nasdaq asked the Securities and Exchange Commission to approve new diversity rules. The aim is for most Nasdaq-listed firms to have at least one director self-identifying as female and another self-identifying...

Jesse Fried

12 April 2021

How Shifting from In-Person to Virtual-Only Shareholder Meetings Affects Shareholders’ Voice

Virtual-only shareholder meetings have become dramatically more common following Covid-19. Analysis of transcripts and recordings of in-person versus virtual-only shareholder meetings show that virtual-only meetings are...

Miriam Schwartz-Ziv

Banking

06 April 2021

Federal Corporate Law and the Business of Banking

The only profit-seeking business enterprises chartered by a federal government agency are banks. Yet, there is barely any scholarship justifying this exception to state primacy in American corporate law. This Article addresses...

Lev Menand | Morgan Ricks

IPO

02 April 2021

A Sober Look at SPACs

A Special Purpose Acquisition Company (“SPAC”) is a publicly listed firm with a two-year lifespan during which it is expected to find a private company with which to merge and thereby bring public. SPACs have been touted as a cheaper...

Michael Klausner | Michael Ohlrogge | Emily Ruan

Stakeholders

30 March 2021

Rewiring Corporate Law for an Interconnected World

The traditional focus of corporate law is on aligning managers’ preferences to the interests of shareholders. This view is premised on two assumptions that are no longer true: first, the idea that all shareholders want to...

Luca Enriques | Alessandro Romano

ESG

30 March 2021

The Real Effects of Environmental Activist Investing

We study the real effects of environmental activist investing. Using plant-level data, we find that targeted firms reduce their toxic releases, greenhouse gas emissions, and cancer-causing pollution. Improvements in...

S. Lakshmi Naaraayanan | Kunal Sachdeva | Varun Sharma

Board of Directors

29 March 2021

Internal Investigations, Whistleblowing and External Monitoring: Comparative Experiences, Economic Insights, Findings from Corporate Practice

Internal investigations, whistleblowing and external monitoring, are three information and enforcement channels and part of the corporate compliance system. As they relate to corporate management’s core area, they are a task of...

Klaus Hopt

27 March 2021

Bankruptcy & Bailouts; Subsidies & Stimulus: The Government Toolset for Responding to Market Distress

In this article, I attempt to clarify the appropriate government tools for responding to different forms of market distress in times of crisis. I provide my analysis in the context of the United States responses to market distress...

Anthony Casey