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...

This paper studies an informational role of a decision to appoint a black director (BD) to a white board in a regime shaped by the Sarbanes-Oxley Act. I find that the decision slashes firm valuation, perhaps because it reveals the true color of existing white directors (WDs) are gray. A director...

Following SOX, exchanges mandated majority independent boards and defined independence such that some directors could reclassify from non-independent to independent. Because membership is unchanged, reclassifications make a board more independent legally, but not economically. I exploit the...

The board independence requirements enacted in conjunction with the Sarbanes Oxley Act of 2002 (SOX) provided motivation for firms that were already compliant with the regulations to alter their board structure. We consider actual board changes made by compliant firms and how such changes affect...

Berkshire Hathaway, among history's largest and most successful corporations, shuns middlemen; its chairman, the legendary investor Warren Buffett, excoriates financial intermediaries. The acquisitive conglomerate rarely borrows money, retains brokers, or hires consultants. Its governance is...

This Article shows that innovation is a process that has specific characteristics, that these characteristics give rise to an important corporate governance tradeoff, and that complying with the Sarbanes-Oxley Act (SOX) likely impacts this tradeoff to the detriment of innovation. Innovation is a...

Credit derivatives were at the centre of the recent meltdowns in the financial sector. The article analyzes credit derivatives and their risks from the perspective of corporate governance. The present model of governance is based on management by executives, oversight by the board of directors...

We examine whether the Sarbanes-Oxley Act has a major role in reducing the diversification discount and enhancing internal capital markets efficiency. The act proposes new rules and regulations on financial practice and reshapes corporate governance to insure alignment of incentives between...

This paper argues that the observed misconduct of managers and gatekeepers in the recent corporate scandals is better explained if one accounts for the time-inconsistent preferences of corporate actors. It builds on of my model of time-inconsistent misconduct, which I develop more fully...