We examine the labor market consequences for directors who adopt poison pills. Directors who become associated with pill adoption experience significant decreases in vote margins and increases in termination rates across all their directorships. They also experience a decrease in the likelihood...

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...

In recent years, increasing attention has focused on the influence of gender and racial diversity on boards of directors. Sixteen countries now require quotas to increase women's representation on boards, and many more have voluntary quotas in corporate governance codes. In the United States,...

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'...

The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment involving two Delaware court...

We study corporate philanthropy using an original database that includes firm-level data on dollar giving, giving priorities, governance, and managerial involvement in giving programs. Results provide some support for the theory that giving enhances shareholder value, as firms in the same...

In this paper, we examine the effects of ownership concentration and board characteristics on the performance of listed firms domiciled in Jordan, one of the main emerging markets in the Middle East. Employing 2SLS regressions on a sample of 103 firms listed on the Amman Stock Exchange for...

We investigate the impact of introduction of personal liability on the market for independent directors (IDs), particularly the acceptance of directorship offers by candidate IDs. Using a game theoretic framework and constructing games involving different information regimes, types of insiders...

In this paper, we survey the literature on corporate boards, with a specific focus on its primary functions of monitoring and advising the CEO. In particular, we consider how board structure and the individual directors’ characteristics, skill sets, connections, busyness, and incentives affect...

Many corporate boards know that a clear focus on sustainability and other “environmental, social, and governance” (ESG) issues can drive integrated thinking and set them apart from their peers, but shareholder activism around ESG issues is less well understood. As institutional investors...