Recommendations of codes on board independence do not match the predictions of optimal board structure theories. We investigate whether firms solve this tradeoff between optimal and recommended levels with gray independent directors, those who do not achieve the formal requirements of...

The executive suite and the board are closely bound to each other through their fiduciary responsibility to same shareholders. With CEOs' prominent role in both governing bodies, their independence from CEOs' self-serving behavior might be related to each other. We explore the interdependence...

The European Commission sees shareholder engagement as a cornerstone of the corporate governance model for listed companies. Shareholder engagement can to some extent be supported by legislation at national and EU levels. Some legislation is already in place, such as the Shareholders' Rights...

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors'...

With the thought that new perspectives often can be helpful in addressing long-standing unresolved questions, this article approaches an analysis of women's roles on corporate boards of directors from the standpoint of crowd theory. Crowd theory — in reality, a group of theories — explains...

We examine the role of outside directors' interlocks, in restoring directors' indemnification protection in response to the Delaware case Schoon v. Troy Corp. The case, which permitted a board to alter indemnification and advancement of expenses arrangements for a former director retroactively,...

This paper argues that shadow directors, as defined in English law, ought to owe the full range of directors' duties enacted in the Companies Act 2006 (CA 2006), ss 171-177, to the relevant company under their power and control. Following the enactment of CA 2006, s 170(5), such an argument is...

In recent years, India has introduced lot of changes in regulations regarding Independent Directors. But the question remains as to how effective they are? The pertinent issue is whether the underlying theory is appropriate or are there methodological problems or institutional factors in India's...