Freedom of choice between unitary and two-tier boards: An empirical analysis

• 成果类型: Article
• 署名作者: Belot, Francois; Ginglinger, Edith; Sloyin, Myron B.; Sushka, Marie E.
• 署名单位: CY Cergy Paris Universite; Universite PSL; Universite Paris-Dauphine; Hautes Etudes Commerciales (HEC) Paris; Arizona State University; Arizona State University-Tempe
• 刊物名称: JOURNAL OF FINANCIAL ECONOMICS
• ISSN/ISSBN: 0304-405X
• DOI: 10.1016/j.jfineco.2014.02.011
• 发表日期: 2014
• 页码: 364-385
• 关键词: Board of directors; Two-tier board; Unitary board; corporate governance; monitoring

摘要

We examine board structure in France, which since 1966 has allowed firms the freedom to choose between unitary and two-tier boards. We analyze how this choice relates to characteristics of the firm and its environment. Firms with severe asymmetric information tend to opt for unitary boards; firms with a potential for private benefits extraction tend to adopt two-tier boards. Chief executive officer turnover is more sensitive to performance at firms with two-tier boards, indicating greater monitoring. Our results are broadly consistent with the Adams and Ferreira (2007) model and suggest that gains result from allowing freedom of contract about board structure. (C) 2014 Elsevier B.V. All rights reserved.