Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...

Board composition and role have been under close scrutiny both in the academic and "civil" worlds. Independence has been advocated as a way to reinforce the board's power over the managers. However, the empirical literature does not find convincing results to support this view. This paper offers...

This study examines the effect of outside director tenure length on firms’ market valuation and the voting behavior of outside directors. We make use of the new rule adopted by the Korean government in 2020 that prohibits outside directors from serving more than six (nine) years in a given...

In this study, I argue that independent directors tend to follow a board leader. I theoretically analyze this behavior and show that under normal circumstances there is a tendency for board members to herd. Herding is inefficient because the information contained in the signals that directors’...

We address two aspects of board dynamics — group-think and teamwork — that both arise from increased director overlap. Overlap captures the extent of common service by board directors. Greater overlap can lead to excessive cohesiveness of the group and thus group-think, where the desire for...

This paper provides a theoretical model to examine when and how boards of directors can utilize outside experts who provide second opinions to assist them in 1) monitoring managers with career concerns, and 2) approving firm investments. Because an agreeable second opinion serves as a signaling...

This paper, which will be the basis for a chapter in the forthcoming OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (Jeffrey Gordon and Georg Ringe, eds.), surveys the extent of convergence in corporate law and governance over the past 15 years. The paper assesses the efforts to measure...

This paper, which will be the basis for a chapter in the forthcoming Oxford Handbook of Corporate Law and Governance (Jeffrey Gordon and Georg Ringe, eds.), surveys the extent of convergence in corporate law and governance over the past 15 years. The paper assesses the efforts to measure...