发帖
雷达卡
Abstract
Perhaps the most basic principle of corporate law in the U.S. is that corporations are controlled
by boards of directors, rather than shareholders. The board of directors is at the epicenter of U.S.
corporate governance. Specifically, under U.S. law, corporations are managed by or under the
direction of boards of directors, making the directors literally the governors of the corporation.
The intuition that directors add value is strong and deeply held. That intuition is not challenged
here. What is challenged is that deeply held assumption that traditional directors add value by
serving shareholders as independent monitors of managers. It is more likely that directors
nominated and elected through traditional board processes serve managers by supporting them.
Sometimes, particularly when managers have useful and constructive advice strategic advice for
management, directors add value for shareholders. At other times, however, such as when
managers need directors to approve managers’ outrageous salary “requirements” or when
managers need insulation from the market for corporate control or pesky institutional investors,
so-called “independent” directors at best do not reduce shareholder value, and at worst they
destroy it.
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