In this paper, we investigate whether a regulation that mandates a greater proportion of outside directors on a corporate board results in a more independent board. Instead of taking the fraction of outside directors directly as the measure of board independence, we define it as the nominal independence level. The real independence level of the board is determined by both the nominal independen...

This paper presents a model of optimal control of corporate boards of directors. We determine when one would expect inside versus outside directors to control the board, when the controlling party will delegate decision-making to the other party, the extent of communication between the parties, and the number of outside directors. We show that shareholders can sometimes be better off with an in...

This paper describes board size and composition and investigates the role of venture capital in a sample of 1,116 firms’ initial public offerings. First, firms backed by venture capital have fewer insider and instrumental directors and more independent outsiders. Second, we consider board composition as the outcome of a bargain between the CEO and outside shareholders. Representation of indepen...

Since the Sarbanes-Oxley Act was enacted in U.S., there has been a general tendency to globally harmonize regulations and practices of board governance. The purpose of this study is to compare among countries how well the board of directors constrains earnings management. Using a sample of firms from 23 countries, we document some evidence that higher outside directorship on the board is associ...

This study examines the associations between the characteristics of boards ship) (e.g., Jensen, 1993), have been argued by researchers to be better able to monitor management. of directors of initial public offering (IPO) firms and the availability of growth opportunities and level of inside share ownership of these firms. Regulatory agencies in different countries view certain characteristics ...

Board Independence and Corporate Governance: Evidence from Director Resignations. (May 2005) Manu Gupta, B.E., South Gujarat University; M.I.B., Indian Institute of Foreign Trade Chair of Advisory Committee: Dr. L. Paige Fields As evident from recent changes in NYSE and Nasdaq listing requirements, board independence is considered an important constituent of firms’ corporate governance structur...