A Theory of Board Control and Size
构建了公司董事会最优控制模型，分析内部董事与外部董事谁应控制董事会、决策委托、沟通程度及外部董事数量，发现股东有时在内部人控制下更好，并质疑了某些实证规律的解释。
This article 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 insider-controlled board. We derive endogenous relationships among profits, board control, and the number of outside directors that call into question the usual interpretation of some documented empirical regularities. The Author 2006. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For permissions, please email: journals.permissions@oxfordjournals.org., Oxford University Press.