The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment involving two Delaware court...

This case study of the Enron directors' role in the scandal aims to serve as a story that allows students to see how honest, smart individuals can succumb to cognitive biases prevailing in corporate cultures. More importantly, perhaps students and lawyers will use this case study as a parable to...

Research Question/Issue: How do organisations with multiple boards provide operating advantages?Research Findings/Insights: Multiple boards allow: (i) avoidance of absolute power to mitigate hubris and corruption of board members and the organisation; (ii) distributing power to allow and value...

I explore whether directors who resign in dissent from their board are rewarded in the labor market for directors. Using a hand collected sample of 278 boardroom disputes reported in 8-K filings during 1995-2006, I show that firms which have disputes are small, highly levered, have poor...

This Article considers the potential significance of Toyota's recent troubles for Japanese corporate governance by examining two sets of issues. First, it looks at the relevant fiduciary duty of Toyota's directors, i.e., the general duty of oversight in Japan as set forth in case law in the...

In this article, the author deals with two issues related to the setting of adequate remuneration of independent members of board of directors. The first concerns the justifiability of negotiating variable remuneration, while the other deals with the issue of providing high pay. In both cases,...

The well-documented banking company failures that occurred in the UK over 2007 and 2008 have enhanced the importance and scope of the risk management function performed by boards. It is consequently a universal expectation of non-executive directors (NEDs) today that they provide high-level...

In an effort to provide a critical position concerning the inclusion of the so called de facto managers mentioned in Statute 1258/2008 as an innovative figure in Colombian legislation, the authors present an overview of the notion of the de facto managers and shadow directors in Comparative Law....

Busy directors have been widely criticized as being ineffective. However, we hypothesize that busy directors offer advantages for many firms. While busy directors may be less effective monitors, their experience and contacts arguably make them excellent advisors. Among IPO firms, which have...

This study investigates how directors make decisions that involve shareholders and other stakeholders. Using vignettes derived from seminal court cases, we construct an index of directors' shareholderism as a general orientation on this issue. In a survey of the entire population of directors...