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A Theory of Friendly Boards

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Author Info
RENÉE B. ADAMS
DANIEL FERREIRA

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Abstract

We analyze the consequences of the board's dual role as advisor as well as monitor of management. Given this dual role, the CEO faces a trade-off in disclosing information to the board: If he reveals his information, he receives better advice; however, an informed board will also monitor him more intensively. Since an independent board is a tougher monitor, the CEO may be reluctant to share information with it. Thus, management-friendly boards can be optimal. Using the insights from the model, we analyze the differences between sole and dual board systems. We highlight several policy implications of our analysis. Copyright 2007 by The American Finance Association.

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File URL: http://www.blackwell-synergy.com/doi/abs/10.1111/j.1540-6261.2007.01206.x
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Publisher Info
Article provided by American Finance Association in its journal The Journal of Finance.

Volume (Year): 62 (2007)
Issue (Month): 1 (02)
Pages: 217-250
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Handle: RePEc:bla:jfinan:v:62:y:2007:i:1:p:217-250

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  1. Renée Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2008. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," NBER Working Papers 14486, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  2. Christian Laux & Volker Laux, 2009. "Board Committees, CEO Compensation, and Earnings Management," Working Paper Series: Finance and Accounting 181, Department of Finance, Goethe University Frankfurt am Main. [Downloadable!]
  3. Fahlenbrach, Rudiger & Low, Angie & Stulz, Rene, 2008. "Why Do Firms Appoint CEOs as Outside Directors?," Working Paper Series 2008-10, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
  4. Fahlenbrach, Rudiger & Minton, Bernadette A. & Pan, Carrie H., 2007. "The Market for Comeback CEOs," Working Paper Series 2007-4, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
  5. Frisell, Lars & Roszbach, Kasper & spagnolo, giancarlo, 2008. "Governing the Governors: A Clinical Study of Central Banks," Working Paper Series 221, Sveriges Riksbank (Central Bank of Sweden). [Downloadable!]
    Other versions:
  6. Dirk Jenter & Fadi Kanaan, 2006. "CEO Turnover and Relative Performance Evaluation," NBER Working Papers 12068, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
    Other versions:
  7. Hermalin, Benjamin E. & Weisbach, Michael S., 2008. "Information Disclosure and Corporate Governance," Working Paper Series 2008-17, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
  8. Ettore Andreani & Kathrin Dummann & Doris Neuberger, 2009. "Composition of Supervisory Boards in Germany: Inside or Outside Control of Banks?," Thuenen-Series of Applied Economic Theory 103, University of Rostock, Institute of Economics, Germany. [Downloadable!]
  9. A. Burak Güner & Ulrike Malmendier & Geoffrey Tate, 2006. "Financial Expertise of Directors," NBER Working Papers 11914, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  10. Lauren Cohen & Andrea Frazzini & Christopher Malloy, 2008. "Hiring Cheerleaders: Board Appointments of "Independent" Directors," NBER Working Papers 14232, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  11. Adams, Renée, 2008. "Communication in the boardroom," SIFR Research Report Series 61, Institute for Financial Research. [Downloadable!]
  12. Albuquerque, Rui & Miao, Jianjun, 2006. "CEO Power, Compensation and Governance," CEPR Discussion Papers 5818, C.E.P.R. Discussion Papers. [Downloadable!] (restricted)
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  13. Philippe Aghion & John Van Reenen & Luigi Zingales, 2009. "Innovation and Institutional Ownership," NBER Working Papers 14769, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
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  14. Vagliasindi, Maria, 2008. "The effectiveness of boards of directors of state owned enterprises in developing countries," Policy Research Working Paper Series 4579, The World Bank. [Downloadable!]
  15. Andrés Alonso, Pablo de & Azofra Palenzuela, Valentín & Romero Merino, Mª Elena, 2006. "Determinants of Nonprofit Board Size and Composition The Case of Spanish Foundations," Documentos de Trabajo "Nuevas Tendencias en Dirección de Empresas". Working Papers "New Trends on Business Administration". 2006-15, Interuniversitary Doctorate Program "New Trends on Business Administration", Universities of Valladolid, Burgos and Salamanca (Spain). Programa de Doctorado Interuniversitario "Nuevas Tendencias en Di. [Downloadable!]
  16. Ivan Brick & N. Chidambaran, 2008. "Board monitoring, firm risk, and external regulation," Journal of Regulatory Economics, Springer, vol. 33(1), pages 87-116, February. [Downloadable!] (restricted)
  17. Eduard Alonso-Paulí & David Pérez-Castrillo, 2008. "Codes of Best Practice in Competitive Markets for Managers," UFAE and IAE Working Papers 726.08, Unitat de Fonaments de l'Anàlisi Econòmica (UAB) and Institut d'Anàlisi Econòmica (CSIC). [Downloadable!]
  18. Ferreira, Daniel & Ferreira, Miguel A. & Raposo, Clara C., 2008. "Board Structure and Price Informativeness," CEI Working Paper Series 2008-4, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University. [Downloadable!]
  19. Clara Graziano & Annalisa Luporini, 2005. "Ownership Concentration, Monitoring and Optimal Board Structure," Working Papers 2005.14, Fondazione Eni Enrico Mattei. [Downloadable!]
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  20. Adams, Renﾃｩe B. & Ferreira, Daniel, 2008. "Women in the Boardroom and Their Impact on Governance and Performance," CEI Working Paper Series 2008-7, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University. [Downloadable!]
  21. Pablo de Andres Alonso & Eleuterio Vallelado Gonzalez, 2006. "Corporate governance in banking: The role of Board of Directors," Working Papers 200604, Department of Business Economics, Universitat Autonoma de Barcelona. [Downloadable!]
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