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Full-Text Articles in Business
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
Steven Davidoff Solomon
This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …
Competitive Repertoire Complexity: Governance Antecedents And Performance Outcomes, Brian L. Connelly, Laszlo Tihanyi, David J. Ketchen Jr., Christina Matz Carnes, Walter J. Ferrier
Competitive Repertoire Complexity: Governance Antecedents And Performance Outcomes, Brian L. Connelly, Laszlo Tihanyi, David J. Ketchen Jr., Christina Matz Carnes, Walter J. Ferrier
Department of Management: Faculty Publications
Research summary: Past inquiry has found that implementing complex competitive repertoires (i.e., diverse and dynamic arrays of actions) is challenging, but firms benefit from doing so. Our examination of the antecedents and outcomes of complex competitive repertoires develops a more nuanced perspective. Data from 1,168 firms in 204 industries reveal that complexity initially harms performance, but then becomes a positive factor, except at high levels. We use agency and tournament theories, respectively, to examine how key governance mechanisms—ownership structure and executive compensation—help shape firms’ competitive repertoires. We find that the principals of agency theory and the pay gap of tournament …