Authority, Consensus, and Governance

• 成果类型: Article
• 署名作者: Chakraborty, Archishman; Yilmaz, Bilge
• 署名单位: Yeshiva University; University of Pennsylvania
• 刊物名称: REVIEW OF FINANCIAL STUDIES
• ISSN/ISSBN: 0893-9454
• DOI: 10.1093/rfs/hhx068
• 发表日期: 2017
• 页码: 4267
• 关键词: HEDGE FUND ACTIVISM; corporate governance; cheap-talk; boards; COMMUNICATION; ORGANIZATIONS; INFORMATION; firm; ceo

摘要

Management-aligned boards exchange precise information with management and make efficient decisions. But when agency conflicts are important, management-aligned boards may not maximize shareholder value. Even if management controls all decisions and the board only provides advice, optimal boards may withhold information. This creates inefficiencies. But agency costs fall because management is induced to obey the board. When the board can directly veto management proposals, shareholders are better off. Optimal boards should then be more shareholder-aligned. Shareholder value is further enhanced if shareholders can veto management and also commit to revealing the board's information. Optimal boards should then be perfectly shareholder-aligned.