ABSTRACT
A reliable system of corporate governance is considered an important requirement for the long-term success of public companies and for the good of society at large. After decades of research and policy advocacy, there is a growing sense that corporations are finally nearing the promised land: boards of public corporations seem more diverse, large investors seem more engaged, and directors seem more accountable than ever. But is this perception accurate? While many large, high-profile companies tend to serve as role models of desirable governance practices, the picture of corporate governance – as this Article reveals – is considerably different in the far corners of corporate America, away from the limelight of the Fortune 500 and within the universe of small-cap corporations. In these smaller, less-scrutinized corporations, the adoption of governance arrangements is less systematic and often significantly departs from the norms set by larger companies. This results in what this Article calls the ‘Corporate Governance Gap’ …
Kobi Kastiel and Yaron Nili, The Corporate Governance Gap (2022) 131(3) Yale Law Journal 782 (January).
See also response: Dorothy S Lund, In Search of Good Corporate Governance, Yale Law Journal Forum, 31 January.
First posted 2022-02-02 19:00:38
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