When there is high information asymmetry between directors and managers, independent directors do not have enough information to perform their functions. Only when faced with a good internal information environment can such directors acquire enough information to provide advice and monitor...

This paper studies an informational role of a decision to appoint a black director (BD) to a white board in a regime shaped by the Sarbanes-Oxley Act. I find that the decision slashes firm valuation, perhaps because it reveals the true color of existing white directors (WDs) are gray. A director...

Following SOX, exchanges mandated majority independent boards and defined independence such that some directors could reclassify from non-independent to independent. Because membership is unchanged, reclassifications make a board more independent legally, but not economically. I exploit the...

The board independence requirements enacted in conjunction with the Sarbanes Oxley Act of 2002 (SOX) provided motivation for firms that were already compliant with the regulations to alter their board structure. We consider actual board changes made by compliant firms and how such changes affect...

Saudi Arabia has now opened its markets to foreign investors in line with its strategy to diversify its economy. However, investors need to feel confident that Saudi enterprises are being monitored and regulated appropriately. This study identifies the impact of improvements in Saudi corporate...

We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over the directors'...

I explore whether directors who resign in dissent from their board are rewarded in the labor market for directors. Using a hand collected sample of 278 boardroom disputes reported in 8-K filings during 1995-2006, I show that firms which have disputes are small, highly levered, have poor...

We argue that the documented discount on firms with staggered boards is not evidence that staggered boards destroy firm value. Instead, firms that are already discounted relative to industry peers choose to adopt a staggered board. We find that when the macroeconomic environment is weak, deeply...

This article attempts to disentangle the various issues a public company should consider when answering the question: “to go or not to go private?” It provides a review of the literature with an eye towards coverage of the main questions a practitioner would ask. The article explores factors...

How do you build the best board for your organization? What attributes and skills are required by law and what mix of experiences and talents will give you the best corporate governance? What are the commonly required director attributes that are a must for each board and how do you customize...