This paper argues that the central function of the board of directors is, and has always been, to provide assurance, and reassurance. The paper introduces a typology of four classes of board functions, legal, normative, descriptive, and utilitarian, and argues that none adequately captures the...

This article addressed one of the hardest unanswered legal questions facing the modern nonprofit corporation: How much discretion should nonprofit boards have to redefine an organization's mission - for instance by changing an acute care hospital into outpatient neighborhood clinics, or by...

The agency problem at the core of corporate law stems from a chronic potential conflict of interest between directors' self-interest and that of shareholders. Corporate law views directors' self-interest in terms of diverting welfare to directors at the expense of shareholders. Another component...

Artificial Intelligence (hereafter: AI) is transforming our everyday life in many important respects. The corporate realm is no exception. Many corporations cannot avoid facing the variety of issues raised by the increasing importance that AI plays within firms. Can an AI-based system be...

Research on the nature and value of firms’ dynamic capabilities has produced contradictory propositions and findings. Scholars have argued that contingency theorizing has the potential to improve our understanding, as the context in which dynamic capabilities are deployed may affect their...

The subprime crisis highlights how little we know about the governance of banks. This paper addresses a long-standing gap in the literature by analyzing board governance using a sample of banking firm data that spans forty years. We examine the relationship between board structure (size and...

This study investigates the role of independent board members in insider-controlled firms by examining the effectiveness of independent boards in reducing information asymmetry in family versus non-family firms. We show a negative relation between the proportion of independent directors and...

This paper provides new evidence on the structure, dynamics and performance effects of corporate boards in publicly traded companies in Russia. It takes advantage of a new and unique longitudinal dataset of virtually all Russian companies whose shares were traded in the RTS/MICEX/MOEX over...

There are numerous studies on the effectiveness of boards that primarily focus on legal formalities, including gender diversity, board size, remuneration, board evaluation and the role of the chairman of the board. While attempting to design a one-size-fits-all framework, scholars approaching...

We examine the board composition and the role of outside directors in U.S. private firms. We find that compared with public firms, private firms have a higher proportion of outside directors on the boards and select their outside directors in a more responsive way to their advisory and...