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Consensus in Diverse Corporate Boards

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  • Nina Baranchuk
  • Philip H. Dybvig

Abstract

Many directors are not simply insiders or outsiders. For example, an officer of a supplier is neither independent nor captive of management. We use a spatial model of board decision-making to analyze bargaining among multiple types of directors. Board decisions are modeled using a new solution concept called consensus. We use consensus to show that the information a new director brings is more important than the new director's impact on bargaining when the board is large and not too diverse. Our model suggests broadening the regulatory definition of independence and requiring a supermajority of outsiders. It also cautions that strong penalties, such as those imposed by Sarbanes-Oxley erode incentives when board performance is difficult to measure. The Author 2008. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oxfordjournals.org., Oxford University Press.

Suggested Citation

  • Nina Baranchuk & Philip H. Dybvig, 2009. "Consensus in Diverse Corporate Boards," Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 715-747, February.
  • Handle: RePEc:oup:rfinst:v:22:y:2009:i:2:p:715-747
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    File URL: http://hdl.handle.net/10.1093/rfs/hhn052
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    Citations

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    Cited by:

    1. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    2. repec:eee:jfinec:v:127:y:2018:i:3:p:588-612 is not listed on IDEAS
    3. Caleb Stroup, 2017. "International Deal Experience And Cross-Border Acquisitions," Economic Inquiry, Western Economic Association International, vol. 55(1), pages 73-97, January.
    4. repec:bla:acctfi:v:57:y:2017:i:2:p:429-463 is not listed on IDEAS
    5. Easterwood, John C. & İnce, Özgür Ş. & Raheja, Charu G., 2012. "The evolution of boards and CEOs following performance declines," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 727-744.
    6. Battaglia, Francesca & Gallo, Angela, 2017. "Strong boards, ownership concentration and EU banks’ systemic risk-taking: Evidence from the financial crisis," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 46(C), pages 128-146.
    7. repec:eee:pacfin:v:46:y:2017:i:pa:p:191-211 is not listed on IDEAS
    8. Adams, Mike & Jiang, Wei, 2016. "Do outside directors influence the financial performance of risk-trading firms? Evidence from the United Kingdom (UK) insurance industry," Journal of Banking & Finance, Elsevier, vol. 64(C), pages 36-51.
    9. Brady, Richard L. & Chambers, Christopher P., 2015. "Spatial implementation," Games and Economic Behavior, Elsevier, vol. 94(C), pages 200-205.
    10. Wang, Tawei & Hsu, Carol, 2013. "Board composition and operational risk events of financial institutions," Journal of Banking & Finance, Elsevier, vol. 37(6), pages 2042-2051.
    11. repec:eee:jbrese:v:79:y:2017:i:c:p:198-211 is not listed on IDEAS
    12. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2013. "What do boards really do? Evidence from minutes of board meetings☆☆Miriam Schwartz-Ziv is from Harvard University and Northeastern University, e-mail: miriam.schwartz@mail.huji.ac.il. Michael S. Weisb," Journal of Financial Economics, Elsevier, pages 349-366.
    13. Collins Ntim, 2015. "Board diversity and organizational valuation: unravelling the effects of ethnicity and gender," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 19(1), pages 167-195, February.
    14. Bowo Setiyono & Amine Tarazi, 2014. "Does diversity of bank board members affect performance and risk? Evidence from an emerging market," Working Papers hal-01070988, HAL.
    15. Liu, Jia & Lister, Roger & Pang, Dong, 2013. "Corporate evolution following initial public offerings in China: A life-course approach," International Review of Financial Analysis, Elsevier, vol. 27(C), pages 1-20.

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