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Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein
Publications
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Corporate Governance And Economic Efficiency: When Do Institutions Matter?, Ronald J. Gilson
Corporate Governance And Economic Efficiency: When Do Institutions Matter?, Ronald J. Gilson
Faculty Scholarship
Until the 1980s, corporate governance was largely the province of lawyers. It was a world of specific rules – more or less precise statutory requirements governing shareholder meetings, the election of directors, notice requirements and the like – that were essentially unrelated to what corporations actually do. From this perspective, the corporation's productive activity was simply a black box onto which standard governance structures were superimposed with little effect on what took place within. Corporate law was "trivial" or, as Bayless Manning so evocatively portrayed it, simply "great empty corporation statutes – towering skyscrapers of rusted girders internally welded together …