Research Question/Issue: We investigate outside director departures prior to management buyout offers (MBOs). In these transactions, managers have both an information advantage and incentives to make a lowball offer to shareholders. Outside directors can safeguard against managerial self-dealing...

1. Introduction -- Part I The First Imperative: Be Well-Governed -- 2. Crisis -- 3. Fiduciary Duty -- 4. Good Governance -- Part II The Second Imperative: Be Knowledgeable and Beware of Common Errors -- 5. Human Error and Behavioral Finance -- 6. Knowledge Not Just for Knowledge’s Sake -- 7....

We investigate the motives and circumstances surrounding outside directors' decisions to publicly announce their board resignations. Directors who leave "quietly" are in their mid-sixties and professional directors, i.e., retirees, who are retiring entirely from professional life. Directors who...