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...

If board voting membership for stakeholders is inefficient and thus likely to be unfeasible, as Transaction Cost Economics (TCE) posits, How can Ben & Jerry's (B&J's) be accounted for? This question, overlooked by TCE scholars and stakeholder advocates alike, is answered in this paper....

A core element of most analyses of how capitalism is failing us is the shareholder primacy doctrine that has taken hold of corporate law and corporate governance. The doctrine has been developed in theory (among others through the agency theory) and practice (e.g. executive remuneration and...

Corporations have traditionally treated shareholder wealth as primary. In recent years, however, cracks in this hierarchy have appeared. An enlargement of purpose is now visible across corporate governance, from the new emphasis on board diversity to the surge in environmental, social, and...

This paper analyzes board independence and competence as distinct, but inextricably linked aspects of board effectiveness. Competent directors add shareholder value because they have better information about the quality of projects. While a CEO cares about shareholder value, he also wants his...

How do you build the best board for your organization? What attributes and skills are required by law and what mix of experiences and talents will give you the best corporate governance? What are the commonly required director attributes that are a must for each board and how do you customize...

We study reputation incentives in the director labor market and find that directors with multiple directorships distribute their effort unequally based on the directorship's relative prestige. When directors experience an exogenous increase in a directorship's relative ranking, their board...

The corporate governance crisis at the start of this third Millennium and the financial crisis only a few years later, have cast doubts on the way boards of directors of companies function. Lawyers and (financial) economists have developed narrow perceptions of boards and their roles that are...

Using a large survey database on the corporate governance practices of privately held firms, we investigate why firms have boards, and how that choice, and the balance of power among the board, controlling shareholders, and minority shareholders impact the tradeoffs between control, liquidity,...

Empfehlungen zur Beschränkung von Abfindungen an vorzeitig ausscheidende Vorstandsmitglieder werden häufig nicht eingehalten. Solange Vorstandsmitglieder nicht gegen ihren Willen entlassen werden dürfen, ist eine Beschränkung der Abfindungen weder im Interesse der Unternehmen noch effizient....