In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient...

In this paper we argue that boards of directors lack the mandate, the incentives and the ability to control insiders, especially in jurisdictions where the main agency problem arises between controlling and minority shareholders. We analyze the problems that render independents an inefficient...

This paper studies the mechanisms which motivate and allow managers to engage in cheap talk and attract market's attention in a credible way. We consider stock split announcements, voluntary earnings forecasts and press releases issued by firms to the media as proxies for managerial cheap talk....