Ever since the Y2K scare, boards have grown increasingly nervous about corporate dependence on information technology. Since then, computer crashes, denial of service attacks, competitive pressures, and the need to automate compliance with government regulations have heightened board sensitivity to IT risk. Unfortunately, most boards remain largely in the dark when it comes to IT spending and s...

W provide evidence that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, microlevel data on their views regarding the firm prior to being appointed to the board: sell-side analysts who are subsequently appointed to the boar...

The wave of private equity deals has refocused attention on the role of the board of directors. There has now been sufficient experience and adaptation to identify some of the key issues for directors who― as in other takeover contexts― act as gatekeepers on the fundamental question of whether, and under what circumstances, a proposal for the sale of the company should be put before the stockho...

We examine how board networks affect change-of-control transactions by investigating whether directors’ deal exposure acquired through board service at different companies affect their current firms’ likelihood of being targeted in a private equity-backed, takeprivate transaction. In our sample of all US publicly traded firms in 2000–2007, we find that companies which have directors with privat...

The purpose of this study is to investigate the effect of corporate governance, the ownership percentage of major and institutional shareholders, auditor change, audit committee independence, and information asymmetry on accounting conservatism. Basu's model (1997) has been used to evaluate the relationship among variables. The present study is a post-event study, and the research sample includ...

This paper presents a model of optimal control of corporate boards of directors. We determine when one would expect inside versus outside directors to control the board, when the controlling party will delegate decision-making to the other party, the extent of communication between the parties, and the number of outside directors. We show that shareholders can sometimes be better off with an in...