GCGC

Presentation

Academics across multiple disciplines and policymakers in multiple institutions have in recent decades searched for the economic, political, and institutional foundations for financial market strength, seeing financial market prowess as propelling economic well-being.

October 26 2021

In a system of federated states such as the United States and the European Union, there are, in general, three alternative approaches to chartering business corporations. The first is the real seat doctrine, under which corporations are required to be chartered in – and hence their governance is determined by the law of – the member state where they have their principal place of business.

October 26 2021

Boards are working harder over time, but they may not be working better. Using a comprehensive sample of board data from 1996 to 2010, we document that a large proportion of board activity is carried out by committees. Pre-SOX, 36% of board activity takes place in committees. This increases to 47% post-SOX. Since board activity levels have risen substantially over time, this means more board activity is carried out in the absence of insiders. This change does not appear to be value-enhancing.

October 26 2021

We analyse a sample of 85 bylaws adopted by Norwegian corporations prior to the existence of corporate law in Norway. At that time, Norway had a free-contracting regime, granting individuals the right to freely found limited-liability companies and write their governance structures as they saw fit. All firms appoint a Board of Directors, which at the time, was more akin to a management board, but in a quarter of firms a co-existing Board of Representatives is established.

October 26 2021

In this paper we show that dual-class shares can be an answer to agency conflicts rather than a result of agency conflicts. When a firm issues voting shares to raise funds, it increases the risk that manager-controlling shareholder could lose control of the firm and lose the associated private benefits. Thus, the incumbent may be willing to forgo positive NPV investments to maximize his overall welfare.

October 26 2021

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