Consensus in Diverse Corporate Boards
用空间模型分析不同类型董事的讨价还价，提出“共识”概念，发现新董事带来的信息比其对讨价还价的影响更重要，并建议扩大独立董事定义和需要超级多数外部董事。
Many directors are not simply insiders or outsiders. For example, an officer of a supplier is neither independent nor captive of management. We use a spatial model of board decision-making to analyze bargaining among multiple types of directors. Board decisions are modeled using a new solution concept called consensus. We use consensus to show that the information a new director brings is more important than the new director's impact on bargaining when the board is large and not too diverse. Our model suggests broadening the regulatory definition of independence and requiring a supermajority of outsiders. It also cautions that strong penalties, such as those imposed by Sarbanes-Oxley erode incentives when board performance is difficult to measure. The Author 2008. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oxfordjournals.org., Oxford University Press.