Do Independent Directors Curb Financial Fraud? The Evidence and Proposals for Further Reform
dc.contributor.author | Avci, S. Burcu | |
dc.contributor.author | Schipani, Cindy A. | |
dc.contributor.author | Seyhun, H. Nejat | |
dc.date.accessioned | 2017-11-20T14:55:29Z | |
dc.date.available | 2017-11-20T14:55:29Z | |
dc.date.issued | 2018-08 | |
dc.identifier | 1352 | en_US |
dc.identifier.citation | Forthcoming Indiana Law Journal 757 (2018). | en_US |
dc.identifier.uri | https://hdl.handle.net/2027.42/139595 | |
dc.description.abstract | In this article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders themselves to control and monitor the top management. Given the agency problem between the board of directors and the shareholders, outside directors can be captured by management, thereby leading to inadequate checks on management. The evidence presented in this paper shows that outside board members do not exercise sufficient controls on the management even when the management has gone awry. To solve this agency problem, we propose increasing the power of the principals: make shareholder resolutions binding on management, require a one share, one vote rule to increase the voting rights of shareholders, as well as give the shareholders the ability to directly nominate and/or actively vote against board members. | en_US |
dc.subject | Corporations | en_US |
dc.subject | Securities Law | en_US |
dc.subject | Directors | en_US |
dc.subject | Corporate Governance | en_US |
dc.subject | Sarbanes Oxley | en_US |
dc.subject | Corporate Scandals | en_US |
dc.subject | Corporate Law | en_US |
dc.subject | Shareholders | en_US |
dc.subject.classification | Law, History, Communication | en_US |
dc.title | Do Independent Directors Curb Financial Fraud? The Evidence and Proposals for Further Reform | en_US |
dc.type | Working Paper | en_US |
dc.subject.hlbsecondlevel | Business (General) | en_US |
dc.subject.hlbtoplevel | Business | |
dc.contributor.affiliationum | Ross School of Business | en_US |
dc.contributor.affiliationumcampus | Ann Arbor | |
dc.description.bitstreamurl | https://deepblue.lib.umich.edu/bitstream/2027.42/139595/1/1352_Schipani_Nov17.pdf | |
dc.description.bitstreamurl | https://deepblue.lib.umich.edu/bitstream/2027.42/139595/4/1352_Schipani_Aug18.pdf | |
dc.description.bitstreamurl | https://deepblue.lib.umich.edu/bitstream/2027.42/139595/6/1352_SchipaniOct2018.pdf | |
dc.description.filedescription | Description of 1352_Schipani_Aug18.pdf : Aug 2018 Pre-publication draft | |
dc.description.filedescription | Description of 1352_SchipaniOct2018.pdf : October 2018 revision | |
dc.owningcollname | Business, Stephen M. Ross School of - Working Papers Series |
Files in this item
Remediation of Harmful Language
The University of Michigan Library aims to describe library materials in a way that respects the people and communities who create, use, and are represented in our collections. Report harmful or offensive language in catalog records, finding aids, or elsewhere in our collections anonymously through our metadata feedback form. More information at Remediation of Harmful Language.
Accessibility
If you are unable to use this file in its current format, please select the Contact Us link and we can modify it to make it more accessible to you.