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...

Recent precedents make it difficult to challenge transactions approved by a board of directors and a stockholder majority. When should such cases be filed, proceed beyond the pleading stage, and prevail? My answer is that judicial intervention should remedy and deter tortious misconduct that...

Recent precedents make it difficult to challenge transactions approved by a board of directors and a stockholder majority. When should such cases be filed, proceed beyond the pleading stage, and prevail? My answer is that litigation rules should remedy and deter tortious misconduct that corrupts...

Board evaluation can provide a vital tool for directors to review and improve their performance. This will eventually lead to significant value creation opportunities for firms. But is increased regulation and regulatory guidance requiring board evaluation a realistic or sensible move? Is it...

Federal law mandates that audit and compensation committees of public companies be comprised entirely of independent directors. The assumption underlying these legal requirements is that independent directors are more likely to act as monitors of the company's top management. In this paper, we...

This paper examines the economic consequences of the introduction of regulations that mandate listed firms adopt outside directors. The Japanese Companies Act was revised in June 2014, and this revision required listed firms to adopt at least one outside director. Although half of the listed...

Independent directors are an important feature of modern corporate law. Courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In this Article, we argue that the existing director-election regime significantly...

This paper revisits the staggered board debate focusing on the long-term association of firm value with changes in board structure. We find no evidence that staggered board changes are negatively related to firm value. However, we find a positive relation for firms engaged in innovation and...

Few enterprise operational areas present as much inherent risk or prove as difficult to govern as Information Technology (“IT”). To be successful, IT governance requires enterprise commitment at the very top. Boards and executive management need to extend governance, already exercised over...

We examine Cohen and Wang's (JFE 2013, CW) conclusion that a staggered board (SB) lowers firm value based on the stock price reaction to two 2010 Delaware court rulings in the Airgas case, the first weakening the potency of an SB and the second restoring it. We find that CW's results, for their...