Why Do Boards Exist? Governance Design in the Absence of Corporate Law

• 成果类型: Article
• 署名作者: Burkart, Mike; Miglietta, Salvatore; Ostergaard, Charlotte
• 署名单位: University of London; London School Economics & Political Science; Swedish House of Finance; Centre for Economic Policy Research - UK; European Corporate Governance Institute; BI Norwegian Business School; Copenhagen Business School; Danish Finance Institute
• 刊物名称: REVIEW OF FINANCIAL STUDIES
• ISSN/ISSBN: 0893-9454
• DOI: 10.1093/rfs/hhac072
• 发表日期: 2023
• 页码: 1788
• 关键词: large shareholders; OWNERSHIP; DIRECTORS; MARKET; companies; divorce; COSTS

摘要

We study under which circumstances firms choose to install boards and their roles in a historical setting in which neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogeneous shareholder bases. We propose that an important role of boards is to mediate between heterogeneous shareholders with divergent interests. Voting restrictions are common and ensure that boards are representative and not captured by large blockholders. Boards are given significant powers to both mediate and monitor management, and these roles are intrinsically linked.