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 document and analyze board committee structures utilizing a novel dataset containing full board committee membership for over 6,000 firms. Board committees provide benefits (specialization, efficiency, and accountability benefits) and costs (information segregation). Consistent with these...

Several corporate scandals are related to lack of concerning stakeholders' interest. The voice of enhancing stakeholders' engagement in corporate governance framework is increasing. The paper is aimed to determine the pragmatic and applicable one-tier and two-tier board models for integrating...

This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded discussion in corporate governance research and practice. Thus far, interlocks have attracted little attention from legal scholars, and when...

Several countries legally mandate representation of workers on boards of directors. The evidence on the shareholder wealth effects of such a corporate governance design is mixed. I examine abnormal announcement returns around major milestones leading to the passing of the German Codetermination...

The dialogue of the board and its chairman with investors is an established practice in many countries, such as the United Kingdom, the USA, the Netherlands, Belgium, France and recently also Germany. In the UK this dialogue covers the whole range of relevant board topics, certainly including...

How should the governance system in a non-membership non-profit organization be designed? This organizational form has no shareholders; instead, donors provide funds. Thus, at the organizational level the board of directors could have all the power. Under this legal form, who controls the board?...

The urge of flawless and efficient board to create corporate excellence through corporate governance, policies and provisions countries across the world are moving towards diverse boards, especially gender diverse boards. Recognizing the limitations of traditional board composition this study...

Following SOX, exchanges mandated majority independent boards and defined independence such that some directors could reclassify from non-independent to independent. Because membership is unchanged, reclassifications make a board more independent legally, but not economically. I exploit the...

We analyze how ownership concentration and type, and board independence are related to corporate social performance (CSP). Drawing from agency, team production and stakeholder perspectives, we argue that the distribution of costs and benefits to shareholders and other stakeholders is crucial to...