This paper studies how the legal liability rules for directors can be optimally designed to provide them with the incentives to fulfill their fiduciary duties and to maximize ex-ante firm value. I present a principal-agent model where the shareholders can obtain a verifiable but costly and...

Traditional American corporation statutes state that the business and affairs of the corporation shall be managed by a board of directors who act as fiduciaries of the corporation. The purpose of this paper is to explain the economic logic underlying the regulation of corporate directors'...

This paper models the process of policy making at the top level of the firm: its board of directors. Directors are expected to both advise and monitor the CEO to ensure that shareholders' wealth is maximized. The more independent directors are the better they will fulfill this fiduciary...

This article analyses the effects of board composition on the behavior of a sample of 114 Italian local public utilities, for which information about 1630 directors during 1994--2004 has been collected. This period is particularly interesting because of the legal changes that forced many firms...

This paper analyses the effects of board composition on the behaviour and performance of a sample of 114 Italian local public utilities, for which information about 1630 directors during 1994-2004 has been collected. This period is particularly interesting because of the legal changes that...

Artículo de revista ; Pese al gran interés que suscita el gobierno de las empresas y a las iniciativas que han adoptado muchos países para (auto)regular el gobierno empresarial, todavía hay muchos problemas relativos a este tema respecto a los cuales los académicos no han alcanzado el...

Most listed firms have concentrated ownership structures. However this ownership type is problematic. A clinical analysis reveals that the corporate governance in these firms in terms of liability, voice and exit faces important design problems. Our analysis shows that the corporate governance...