A fundamental issue in governance research is how boards can be chosen through a process partially controlled by the CEO but yet can still be somewhat effective in monitoring the CEO. We offer an answer based on a model in which board effectiveness is a function of the board's independence....

By a well-known argument, securities holders do not directly benefit from risk-reducing corporate diversification when they can replicate this difersification on their own. Some have argued that corporate diversification may be of value, or can otherwise be explained by, the agency relationship...

This paper studies the ability of an agent and a principal to achieve the first-best outcome when the agent invests in an asset that has greater value if owned by the principal than by the agent. When contracts can be renegotiated, a well-known danger is that the principal can holdup the agent,...

This paper shows how fixed costs can play an important role in determining the structure of organizations. Applications considered include layoffs, downsizing, heterogeneity among firms, and the structure of hierarchies. Agency problems as a source of fixed costs are also considered.

Previous empirical analyses of the relationship between executive compensation and firm performance are often interpreted as suggesting that this relationship is weak. Although an absolute term like "weak" is ambiguous in this context, relative terms, such as "stronger," are meaningful. We argue...

This paper explores leadership within organizations. Leadership is distinct from authority because following a leader is a voluntary rather than coerced activity of the followers. This paper considers how a leader induces rational followers to follow her in situations when the leader has...