organization under his management interacts with the replacement policy of the board of directors. We characterize the optimal … the board of directors. We explain why yielding the incumbent CEO some control of the board (entrenchment) can be … compensation package and the structure of the board. …

This paper provides empirical evidence consistent with the facts that (1) social networks may strongly affect board … directors. Networks of former high ranking civil servants are the most active in shaping board composition. Our identification … strategy takes into account (1) differences in unobserved directors 'abilities' and (2) the unobserved propensity of firms to …

) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on … to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of …

hostile bidders to win a vote of shareholder support – boards should not have veto power over takeover bids. The Paper … considers all of the arguments that have been offered for board veto – including ones based on analogies to other corporate … none of them individually, nor all of them taken together, warrants a board veto. Finally, the Paper discusses the …