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The market for general counsel

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  • Dhruv Chand Aggarwal

Abstract

This paper presents the first systematic descriptive study of the market for general counsel (GCs) in publicly traded US companies. Using a hand‐collected dataset, I track the backgrounds and careers of 3409 GCs, and establish basic facts about the hiring, firing, demographics, and politics of inhouse counsel. Most GCs are outsiders to their companies, not having previously worked in subordinate positions within the legal department or served as external counsel. I find that the share of women GCs has risen sharply over time, with GCs now about five times as likely to be female as chief executive officers (CEOs). GCs have also become more Democratic‐leaning over time, in sharp contrast to business‐side employees such as CEOs. GC tenures have decreased significantly over time. Outsider GCs are especially likely to be fired from their positions, controlling for biographical details, firm financials, and alleged misconduct by their employer.

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  • Dhruv Chand Aggarwal, 2023. "The market for general counsel," Journal of Empirical Legal Studies, John Wiley & Sons, vol. 20(4), pages 895-940, December.
    • Handle: RePEc:wly:empleg:v:20:y:2023:i:4:p:895-940
    DOI: 10.1111/jels.12366
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    as
    1. Eisfeldt, Andrea L. & Kuhnen, Camelia M., 2013. "CEO turnover in a competitive assignment framework," Journal of Financial Economics, Elsevier, vol. 109(2), pages 351-372.
    2. C. Edward Fee, 2003. "Raids, Rewards, and Reputations in the Market for Managerial Talent," Review of Financial Studies, Society for Financial Studies, vol. 16(4), pages 1315-1357.
    3. Aneesh Raghunandan, 2021. "Financial misconduct and employee mistreatment: Evidence from wage theft," Review of Accounting Studies, Springer, vol. 26(3), pages 867-905, September.
    4. Agrawal, Anup & Jaffe, Jeffrey F., 2003. "Do Takeover Targets Underperform? Evidence from Operating and Stock Returns," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 38(4), pages 721-746, December.
    5. Gary S. Becker, 1962. "Investment in Human Capital: A Theoretical Analysis," NBER Chapters, in: Investment in Human Beings, pages 9-49, National Bureau of Economic Research, Inc.
    6. Dirk Jenter & Katharina Lewellen, 2021. "Performance-Induced CEO Turnover [The “Wall Street Walk” and shareholder activism: Exit as a form of voice]," The Review of Financial Studies, Society for Financial Studies, vol. 34(2), pages 569-617.
    7. Carola Frydman, 2019. "Rising Through the Ranks: The Evolution of the Market for Corporate Executives, 1936–2003," Management Science, INFORMS, vol. 65(11), pages 4951-4979, November.
    8. Mark Egan & Gregor Matvos & Amit Seru, 2022. "When Harry Fired Sally: The Double Standard in Punishing Misconduct," Journal of Political Economy, University of Chicago Press, vol. 130(5), pages 1184-1248.
    9. Hazarika, Sonali & Karpoff, Jonathan M. & Nahata, Rajarishi, 2012. "Internal corporate governance, CEO turnover, and earnings management," Journal of Financial Economics, Elsevier, vol. 104(1), pages 44-69.
    10. Hazan, Moshe & Cohen, Alma & Weiss, David & Tallarita, Roberto, 2019. "The Politics of CEOs," CEPR Discussion Papers 13710, C.E.P.R. Discussion Papers.
    11. Florian S. Peters & Alexander F. Wagner, 2014. "The Executive Turnover Risk Premium," Journal of Finance, American Finance Association, vol. 69(4), pages 1529-1563, August.
    12. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    13. Dirk Jenter & Fadi Kanaan, 2015. "CEO Turnover and Relative Performance Evaluation," Journal of Finance, American Finance Association, vol. 70(5), pages 2155-2184, October.
    14. Lazear, Edward P. & Oyer, Paul, 2004. "Internal and external labor markets: a personnel economics approach," Labour Economics, Elsevier, vol. 11(5), pages 527-554, October.
    15. Claudia Goldin, 2014. "A Grand Gender Convergence: Its Last Chapter," American Economic Review, American Economic Association, vol. 104(4), pages 1091-1119, April.
    16. Ilona Babenko & Viktar Fedaseyeu & Song Zhang, 2020. "Do CEOs Affect Employees’ Political Choices? [The value of connections in turbulent times: Evidence from the United States]," Review of Financial Studies, Society for Financial Studies, vol. 33(4), pages 1781-1817.
    17. Goldin, Claudia, 1986. "Monitoring Costs and Occupational Segregation by Sex: A Historical Analysis," Journal of Labor Economics, University of Chicago Press, vol. 4(1), pages 1-27, January.
    18. Adam Bonica & Adam Chilton & Kyle Rozema & Maya Sen, 2018. "The Legal Academy's Ideological Uniformity," The Journal of Legal Studies, University of Chicago Press, vol. 47(1), pages 1-43.
    19. Litov, Lubomir P. & Sepe, Simone M. & Whitehead, Charles K., 2013. "Lawyers and Fools: Lawyer-Directors in Public Corporations," Working Papers 13-15, University of Pennsylvania, Wharton School, Weiss Center.
    20. Brochet, Francois & Srinivasan, Suraj, 2014. "Accountability of independent directors: Evidence from firms subject to securities litigation," Journal of Financial Economics, Elsevier, vol. 111(2), pages 430-449.
    21. Steven N. Kaplan & Mark M. Klebanov & Morten Sorensen, 2012. "Which CEO Characteristics and Abilities Matter?," Journal of Finance, American Finance Association, vol. 67(3), pages 973-1007, June.
    22. MARA FACCIO & RONALD W. MASULIS & JOHN J. McCONNELL, 2006. "Political Connections and Corporate Bailouts," Journal of Finance, American Finance Association, vol. 61(6), pages 2597-2635, December.
    23. Benjamin E. Hermalin & Michael S. Weisbach, 1988. "The Determinants of Board Composition," RAND Journal of Economics, The RAND Corporation, vol. 19(4), pages 589-606, Winter.
    24. Stuckatz, Jan, 2022. "How the Workplace Affects Employee Political Contributions," American Political Science Review, Cambridge University Press, vol. 116(1), pages 54-69, February.
    25. Eckbo, B. Espen & Thorburn, Karin S. & Wang, Wei, 2016. "How costly is corporate bankruptcy for the CEO?," Journal of Financial Economics, Elsevier, vol. 121(1), pages 210-229.
    26. C. Edward Fee & Charles J. Hadlock & Shawn Thomas, 2006. "Corporate Equity Ownership and the Governance of Product Market Relationships," Journal of Finance, American Finance Association, vol. 61(3), pages 1217-1251, June.
    27. Bonica, Adam, 2016. "Avenues of influence: on the political expenditures of corporations and their directors and executives," Business and Politics, Cambridge University Press, vol. 18(4), pages 367-394, December.
    28. Romano, Roberta, 1991. "The Shareholder Suit: Litigation without Foundation?," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 7(1), pages 55-87, Spring.
    29. Mobbs, Shawn, 2013. "CEOs Under Fire: The Effects of Competition from Inside Directors on Forced CEO Turnover and CEO Compensation," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 48(3), pages 669-698, June.
    30. K. J. Martijn Cremers & Yaniv Grinstein, 2014. "Does the Market for CEO Talent Explain Controversial CEO Pay Practices?," Review of Finance, European Finance Association, vol. 18(3), pages 921-960.
    31. Ilona Babenko & Viktar Fedaseyeu & Song Zhang, 2020. "Do CEOs Affect Employees’ Political Choices?," Review of Finance, European Finance Association, vol. 33(4), pages 1781-1817.
    32. Johnson, Simon & Mitton, Todd, 2003. "Cronyism and capital controls: evidence from Malaysia," Journal of Financial Economics, Elsevier, vol. 67(2), pages 351-382, February.
    33. Justin J. Hopkins & Edward L. Maydew & Mohan Venkatachalam, 2015. "Corporate General Counsel and Financial Reporting Quality," Management Science, INFORMS, vol. 61(1), pages 129-145, January.
    34. Shanto Iyengar & Sean J. Westwood, 2015. "Fear and Loathing Across Party Lines: New Evidence on Group Polarization," American Journal of Political Science, John Wiley & Sons, vol. 59(3), pages 690-707, July.
    35. Fama, Eugene F, 1980. "Agency Problems and the Theory of the Firm," Journal of Political Economy, University of Chicago Press, vol. 88(2), pages 288-307, April.
    36. Stephen R. Stubben & Kyle T. Welch, 2020. "Evidence on the Use and Efficacy of Internal Whistleblowing Systems," Journal of Accounting Research, Wiley Blackwell, vol. 58(2), pages 473-518, May.
    37. Ronald W. Masulis & Syed Walid Reza, 2015. "Agency Problems of Corporate Philanthropy," Review of Financial Studies, Society for Financial Studies, vol. 28(2), pages 592-636.
    38. Heese, Jonas & Pérez-Cavazos, Gerardo & Peter, Caspar David, 2022. "When the local newspaper leaves town: The effects of local newspaper closures on corporate misconduct," Journal of Financial Economics, Elsevier, vol. 145(2), pages 445-463.
    39. Raymond Fisman, 2001. "Estimating the Value of Political Connections," American Economic Review, American Economic Association, vol. 91(4), pages 1095-1102, September.
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