Endogenously chosen boards of directors and their monitoring of the CEO

被引：181

作者：

Hermalin, BE

Weisbach, MS

机构：

[1] Univ Calif Berkeley, Haas Sch Business, Berkeley, CA 94720 USA

[2] Univ Calif Berkeley, Dept Econ, Berkeley, CA 94720 USA

[3] Univ Arizona, Coll Business & Publ Adm, Dept Finance, Tucson, AZ 85721 USA

来源：

AMERICAN ECONOMIC REVIEW | 1998年 / 88卷 / 01期

关键词：

D O I：

暂无

中图分类号：

F [经济];

学科分类号：

02 ;

摘要：

How can boards be chosen through a process partially controlled by the CEO, yet, in many instances, still be effective monitors of him? We offer an answer based on a model in which board effectiveness is a function of its independence. This, in turn, is a function of negotiations (implicit or explicit) between existing directors and the CEO over who will fill vacancies on the board. The CEO's bargaining power over the board-selection process comes from his perceived ability relative to potential successors. Many empirical findings about board structure and performance arise as equilibrium phenomena of this model.

引用

页码：96 / 118

页数：23

共 57 条

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