This paper is a survey of the literature on boards of directors, with an emphasis on research done subsequent to the Benjamin E. Hermalin and Michael S. Weisbach (2003) survey. The two questions most asked about boards are what determines their makeup and what determines their actions? These...

This essay reviews Lucian A. Bebchuk and Jesse M. Fried's <i>Pay without Performance: The Unfulfilled Promise of Executive Compensation</i>. Bebchuk and Fried criticize the standard view of executive compensation, in which executives negotiate contracts with shareholders that provide incentives that...