'Cleaning of Corporate Governance': 3CL Lecture

Professor Jens Frankenreiter (Washington University in St Louis) gave a lunchtime seminar entitled "Cleaning of Corporate Governance" on 22 February 2022 as a guest of 3CL (The Centre for Corporate and Commercial Law). Abstract: Although empirical scholarship dominates the field of law and finance, much of it shares a common vulnerability: an abiding faith in the accuracy and integrity of a small, specialized collection of corporate governance data. In this paper, we unveil a novel collection of three decades’ worth of corporate charters for thousands of public companies, which shows that this faith is misplaced. We make three principal contributions to the literature. First, we label our corpus for a variety of firm- and state-level governance features. Doing so reveals significant infirmities within the most well-known corporate governance datasets, including an error rate exceeding eighty percent in the G-Index, the most widely used proxy for “good governance” in law and finance. Correcting these errors substantially weakens one of the most well-known results in law and finance, which associates good governance with higher investment returns. Second, we make our corpus freely available to others, in hope of providing a long-overdue resource for traditional scholars as well as those exploring new frontiers in corporate governance, ranging from machine learning to stakeholder governance to the effects of common ownership. Third, and more broadly, our analysis exposes twin cautionary tales about the critical role of lawyers in empirical research, and the dubious practice of throttling public access to public records. Bio: Jens Frankenreiter is a visiting professor at Washington University in St. Louis School of Law. His research and teaching interests lie at the intersection of business law, contract law, and comparative law. His work draws on methods from economics, statistics, and data science to improve our understanding of contracting, private and public lawmaking, and legal institutions. A particular focus of his work is on the use of large amounts of texts and other forms of big data. His writing has appeared in leading academic journals, among them the Journal of Empirical Legal Studies and the University of Pennsylvania Law Review. Jens holds a Ph.D. from the Swiss Federal Institute of Technology (ETH Zurich) and an LL.M. from Harvard Law School. Before coming to Washington University, he was a Senior Research Fellow at Max Planck Bonn, a Visiting Associate Professor of Law at the University of Virginia School of Law, and a Post-Doc at the Millstein Center for Global Markets and Corporate Ownership. 3CL Seminars are kindly supported by Travers Smith. For more information see the Centre for Corporate and Commercial Law website at http://www.3cl.law.cam.ac.uk/