What are the dynamics through which corporate boards led by dominant CEOs fail? We address this question by examining the case of Anglo Irish Bank. We focus on the dynamics in and around Anglo's board of directors in the 3-year period leading to its collapse in 2008. Using documentary analysis and 21 interviews with Anglo's senior managers and other key actors, we identify two interrelated sets of dynamics: a dominant CEO who used his influence to populate the board with affiliated individuals, leading to a low-skilled board and increasing further his dominance; and the establishment of norms whereby stock ownership signified loyalty rather than commitment to performance. We suggest these dynamics reflect a broader organisational change where new meanings were assigned to existing corporate practices, leading to poor scrutiny of executive decisions and subversion of intended incentives. Our findings contribute to the literature on managerial entrenchment by shedding light on how undesirable consequences of stock ownership are likely to emerge. More generally, we contribute to the management and corporate governance literatures by showing the dynamic and interdependent nature of factors that contribute to the emergence of organisational vulnerabilities and ultimately to corporate failures.

We test the effectiveness of internal corporate governance systems by examining the replacement of founder CEOs at poor performing firms. Managerial entrenchment in these firms is expected to constrain the effectiveness of external corporate governance through the market for corporate control. Specifically, we study the replacement of founder CEOs at firms that have performed poorly based on two-year stock returns that rank them in the bottom 5% of all AMEX and NYSE firms. We find that simply replacing a founder CEO is not sufficient to increase long-term stock returns. However, shareholders do receive a wealth gain if the founder leaves both the firm and the board. This suggests that managerial entrenchment is a significant deterrent to improving the fortunes of poor performing firms led by a founder CEO. In addition we find that they are less likely than non-founder led firms to (i) replace a CEO in a poorly performing firm, (ii) replace the CEO with a financier, (iii) experience financial distress, (iv) file for bankruptcy, (v) engage in asset restructuring, or (vi) be targeted for takeover.

The paper analyzes the choice between public and private debt by an entrenched manager. The model shows that when the firm’s credit risk is low, management issues public bonds because of the value gains from increased flexibility rather than reduced restrictions and monitoring. In fact, management’s expected private gains decrease as initial private debt restrictions are selectively relaxed. In contrast, when credit risk is high, management issues private debt because of the value gains and private benefits from renegotiating more stringent restrictions. When the maturity of private debt is shortened, however, privately and publicly placed bonds can be preferred to bank debt.

This paper develops a model in which managers voluntarily choose debt to credibly constrain their own future empire- building. Dynamically consistent capital structure is derived as the optimal response in each period of partially entrenched managers trading-off empire-building ambitions with the need to ensure sufficient efficiency to prevent control challenges. A policy of capital structure coordinated with dividends follows naturally, as do implications for the level, frequency, and maturity structure of debt as a function of outside investment opportunities. Additionally, the model yields new testable implications for security design, and changes in debt and empire-building over managerial careers.

Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.

This paper furthers understanding of agency costs by simultaneously examining management entrenchment and the potential disciplining force of the managerial labor market. I show that the labor market's ability to constrain rent seeking activities depends upon the precision of measures of management ability provided by current firm performance. The paper emphasizes how noise in the economic environment adds to imprecision and provides a shield for entrenchment activities, managers hiding their entrenchment behind the noise. Applying the model, I suggest that the identity of the owners of a firm affects the noise in the economic environment. The crux of the argument is that the labor market has a more difficult time discerning the objectives conveyed to managers in state-owned firms than in private-sector firms. Optimally, the labor market places a lower weight on current firm performance relative to previous signals of management ability in state-owned firms, thus encouraging more entrenchment activity. The paper suggests mechanisms to improve the efficiency of the labor market and helps rationalize differences in the restrictions placed on management discretion between state owned and private-sector firms.

This paper studies how the generality of managerial skills affects firms' governance decisions. As managerial skills become less firm-specific and more portable across firms, the market for talent offers better opportunities for replacing an incumbent chief executive officer (CEO) with an external hire. This results in higher pay in the market, but, overall, the profitability of an external appointment increases in large firms, where managerial talent is most productive. As a consequence, large firms limit the entrenchment of incumbent managers to take advantage of the improved replacement opportunities offered by the market. The analysis rationalizes the recent trend toward stronger corporate governance and offers novel empirical predictions concerning the relationship between managerial entrenchment, firm size and the generality of managerial skills.

The objective of this article is to determine the relation between managerial ownership and the performance of firms as well as the impact of managerial entrenchment on the firms' financial policy.The analyses of regressions on 283 firms show that the relation between the managerial ownership and the performance of firms is non linear. It takes the shape of the alignment, then of the entrenchment, then again of the alignment, as the managerial ownership increases. The manager possessing a part of capital between 5.72% and 55.47% is more susceptible to be entrenched and he/she prefers a weak ratio of debt to escape both the shareholders' control and the market's pressures of performance.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.