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Corporate Boards of Directors: In Principle and in Practice

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  • Oliver E. Williamson

Abstract

Numerous significant past and recent contributions to the literature on the efficacy of corporate boards of directors notwithstanding, a consensus has yet to develop. Partly this is due to a failure to agree on the ground rules, to which the use of different lenses through which to observe and interpret corporate boards is a contributing factor. This article examines corporate boards through the lens of contract/governance with the object of (1) uncovering the factors that are responsible for the intrinsic limitations of boards in monitoring and managing respects and, in consideration of these limitations, (2) advising on the merits of proposed reforms, to which credibility considerations and the integrity of delegation are relevant. A more accepting interpretation of practices regarded by many as problematic emerges, but not without qualifications and express concern for bad actors. ( JEL G30, G34, K22, L14) The Author 2007. Published by Oxford University Press on behalf of Yale University. All rights reserved. For permissions, please email: journals.permissions@oxfordjournals.org, Oxford University Press.

Suggested Citation

  • Oliver E. Williamson, 2008. "Corporate Boards of Directors: In Principle and in Practice," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 24(2), pages 247-272, October.
    • Handle: RePEc:oup:jleorg:v:24:y:2008:i:2:p:247-272
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    File URL: http://hdl.handle.net/10.1093/jleo/ewm059
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    Citations

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    Cited by:

    1. Meg Adachi-Sato, 2015. "Insular Decision Making in the Board Room: Why Boards Retain and Hire Substandard CEOs," Manchester School, University of Manchester, vol. 83(2), pages 183-216, March.
    2. Hoa Luong & Abeyratna Gunasekarage & Syed Shams, 2021. "CEO pay slice and acquisitions in Australia: the role of tournament incentives," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 18(5), pages 833-868, September.
    3. Oliver E. Williamson, 2010. "Transaction Cost Economics: The Natural Progression," American Economic Review, American Economic Association, vol. 100(3), pages 673-690, June.
    4. Jimmy A. Saravia & Silvia Saravia-Matus, 2014. "Corporate governance and transaction cost economics: A study of the equity governance structure," Documentos de Trabajo de Valor Público 11997, Universidad EAFIT.
    5. Lorne N. Switzer & Yu Cao, 2011. "Shareholder interests vs board of director members' interests and company performance," Review of Accounting and Finance, Emerald Group Publishing Limited, vol. 10(3), pages 228-245, August.
    6. Meg Adachi-Sato, 2010. "Insular Decision Making in the Board Room: Why Boards Retain and Hire Substandard CEOs," CIRJE F-Series CIRJE-F-710, CIRJE, Faculty of Economics, University of Tokyo.
    7. Wagner, Alexander F., 2011. "Board independence and competence," Journal of Financial Intermediation, Elsevier, vol. 20(1), pages 71-93, January.
    8. Hearn, Bruce, 2014. "Institutional impact on the expropriation of private benefits of control in North Africa," Research in International Business and Finance, Elsevier, vol. 30(C), pages 1-23.
    9. Narayanan Jayaraman & Vikram Nanda & Harley E. Ryan, 2022. "The influence of learning and bargaining on CEO–chair duality: Evidence from firms that pass the baton," Financial Management, Financial Management Association International, vol. 51(1), pages 297-350, March.
    10. Sitthipongpanich, Thitima & Polsiri, Piruna, 2015. "Do CEO and board characteristics matter? A study of Thai family firms," Journal of Family Business Strategy, Elsevier, vol. 6(2), pages 119-129.
    11. Mykhailo Kuzheliev & Igor Britchenko, 2016. "Theoretical and Methodological Aspects of Formation of Corporate Control System in Ukraine," Economic Studies journal, Bulgarian Academy of Sciences - Economic Research Institute, issue 2, pages 3-28.
    12. Roberto Ippoliti & Greta Falavigna, 2014. "Public Health Institutions, Clinical Research and Protection System of Patients’ Rights: An Impact Evaluation of Public Policy," Public Organization Review, Springer, vol. 14(2), pages 109-125, June.
    13. Jos Bijman & Markus Hanisch & Ger Sangen, 2014. "Shifting Control? The Change of Internal Governance in Agricultural Cooperatives in the EU," Annals of Public and Cooperative Economics, Wiley Blackwell, vol. 85(4), pages 641-661, December.
    14. Fernández-Méndez, Laura & García-Canal, Esteban & Guillén, Mauro F., 2018. "Domestic political connections and international expansion: It's not only ‘who you know’ that matters," Journal of World Business, Elsevier, vol. 53(5), pages 695-711.
    15. Hoa Luong & Lien Duong & John Evans, 2022. "CEO pay disparity, takeover premiums and bidder performance in Australia: efficient contracting or managerial power?," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 62(1), pages 143-179, March.

    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • L14 - Industrial Organization - - Market Structure, Firm Strategy, and Market Performance - - - Transactional Relationships; Contracts and Reputation

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