The Evolution of U.S. Corporate Governance: We Are All Henry Kravis Now

The 1980s brought a phenomenal dollar volume of corporate takeovers and restructuring activity — activity distinguished by an unprecedented level of leveraged buyouts (LBOs) and hostile takeovers led by raiders such as Henry Kravis of Kohlberg Kravis & Roberts (KKR) fame. Despite the resurgence of takeovers in the 1990s, LBOs and raiders have not reappeared. Their legacy, however, remains. As finance professor Steven Kaplan of … [ Read more ]

As You Sow Corporate Social Responsibility Program

The Corporate Social Responsibility Program promotes corporate responsibility by engaging publicly held companies to adopt more progressive social and environmental policies – using the power of ownership to promote positive change. We engage in dialogue with selected companies, file shareholder resolutions, build coalitions, and conduct shareholder solicitation and media initiatives to raise awareness and promote more responsible corporate behavior.

Corporate Monitoring Project

Since 1996, former U.C. Berkeley finance professor and Wall Street trader Mark Latham has offered the Vancouver-based Corporate Monitoring Project as a kind of Internet samizdat at which he posts dissident shareholder resolutions excluded from proxy material sent to investors.

The Battle for Corporate Power

“The large, publicly owned corporation is, nominally, a representative democracy. But power in most corporations lies everywhere but in the hands of the people. For decades, the shareholders of big U.S. companies have resembled the pre-Revolutionary American colonists, who labored under an indifferent ruling class that looted the people’s wealth and that left them few lawful means of redress. Today, citizen shareholders vote for referenda … [ Read more ]

Making Sense of Executive Pay

What is the right way of aligning executive pay and shareholder value? First, be clear about what really drives a company’s value. Second, link pay to successful strategy execution, as well as to outperforming peers in the stock market.

Removing the Lump Under the Boardroom Carpet

Creating real movement in the boardroom requires the board to see itself in a different light, own what it sees, set a course forward and hold itself accountable for executing that course.

CEO Overconfidence and the Urge to Merge

As anyone who reads business headlines can attest, the comeback in merger and acquisition activity that began last fall is continuing to surge ahead in 2004. This M&A uptick has led some scholars to accuse acquisition-hungry executives of being empire builders, interested mainly in benefiting themselves rather than their shareholders. But a recent research paper co-authored by Wharton finance professor Geoffrey Tate suggests that overconfidence, … [ Read more ]

To Have and To Hold

On average, stock ownership by officers and directors of publicly traded firms is higher today than earlier in the 20th century.

Powerful CEOs and their Impact on Corporate Performance

Executives can only impact firm outcomes if they have influence over crucial decisions. Based on this idea we develop and test the hypothesis that firms whose CEOs have more decision-making power should experience more variability in performance. We construct proxies for the CEO’s power to influence decisions and show that stock returns are significantly more variable for firms run by powerful CEOs. We find similar … [ Read more ]

John Nirenberg

Every time researchers study the effect of the CEO on firm performance, they contribute to the idea that the big boss has a make-or-break effect, even though research usually finds that he doesn’t. Most people-including CEOs-would agree they can’t save a company on their own, so why do corporate boards persist in looking for a savior in a shrinking (and somewhat discredited) pool of saviors? … [ Read more ]

The Perils of Shareholder Lawsuits

More and more companies are being attacked by shareholders in class-action lawsuits that cost an arm and a leg.

John Nirenberg

Large companies are neglecting the development of internal executive candidates since the old paternalistic, career-oriented employment contract was destroyed with the downsizings of the 1990s…Similarly, companies invested less in career and executive development because of the new transience and heightened career mobility…So organizations aren’t doing what they need to do to develop executive talent, yet they decry a shortage. Then they poach from other organizations…that … [ Read more ]

A Blueprint for Corporate Governance

If the top business schools offered a Ph.D. in corporate governance, their textbooks would cover subjects that extend far beyond recent accounting scandals and the resulting legislation. They would put governance in a historical context to show how problems arose. They would examine factors that make markets inefficient. They would discuss stock valuation and asset pricing models. And they would examine the impact of financing … [ Read more ]

Managerial Entrenchment and the Debt-Equity Choice

OK we’ve heard all about shareholder-manager conflicts over the past few years (see Enron, Adelphia, Tyco etc.). And as a result we’ve heard all about corporate governance. But how does it tie back to the classroom in a concrete manner? One of the most frequent ways is to focus on the problems of managerial risk aversion. (For instance: due to risk aversion managers … [ Read more ]

The Fall of Enron

Abstract:
We will assess how governance and incentive problems contributed to Enron’s rise and fall. A well-functioning capital market creates appropriate linkages of information, incentives, and governance between managers and investors. This process is supposed to be carried out through a network of intermediaries.

We show that despite this elaborate corporate governance and intermediation network, Enron was able to attract large sums of capital to … [ Read more ]

The Real Cost of Finding a CEO

Showing top execs the door can be an expensive proposition-and not just because of hefty severance packages.

Corporate Governance: Hard Facts about Soft Behaviors

Although governance regulations and management culture differ from firm to firm, the following best practices can – and should – cross borders:
1. Select the right directors
2. Train them continuously
3. Give them the right information
4. Balance the power of the CEO and directors
5. Nurture a culture of collegial questioning
6. Gain from directors an adequate commitment of time
7. Measure and … [ Read more ]

Shareholder Democracy

Led by an unlikely activist, Robert A.G. Monks, the years-long push for shareholders’ rights is suddenly gaining steam. Is CEO clout in the boardroom seriously at risk?