2026 Theses Doctoral

Essays on Corporate Governance

Humphery-Jenner, Mark L.

Investors and regulators have become increasingly interested in environmental, social, and governance (ESG) related matters. However, this begs the question of what officers and directors should do about ESG concerns. It also raises questions about whether there are tradeoffs between ESG components, and how ESG interfaces with corporate disclosure. It further begs the question of whether the impact of these ESG characteristics changes over time, potentially through endogenous self-selection into pursuing those characteristics. This thesis analyzes these questions in ESG.

The thesis starts by analyzing what officers and directors should consider in relation to ESG and how this interfaces with directors’ duties. The thesis highlights that officers and directors ought to consider ESG related factors, but must do so in order to maximize shareholder wealth, which circumscribes the approach they should take.

The thesis then explores corporate reporting, including how corporate governance influences financial reporting characteristics. The thesis highlights that financial report readability has worsened over time. Further, CEOs’ behavioral characteristics, in addition to corporate oversight, can significantly influence financial disclosure practices, including financial report readability.

Thereafter, the thesis explores whether and how governance characteristics change over time. The thesis focuses on anti-takeover provisions (ATPs). The thesis demonstrates that managerial entrenchment has changed over time, and that its impact on corporate value has moderated. The thesis highlights that this represents a separating equilibrium: companies that gain from ATPs adopt them whereas those that do not eschew them. The thesis thereby highlights the need to revisit historical corporate governance results. The thesis concludes by exploring an additional path to takeover protection through the use of debt issuance, creating a debt-focused analogue to equity-focused poison pills.