The Interrelationship Between Managerial Ownership and Board Structure
检验了管理层持股过高是否会使CEO构建一个缺乏监督的董事会，结果发现持股水平与CEO和董事长分设、非执行董事比例等治理因素负相关，高持股公司更可能不遵循治理建议。
Abstract: The paper tests the hypothesis that high managerial ownership entrenches managers by allowing the CEO to create a board that is unlikely to monitor. The results show a strong negative relationship between the level of managerial ownership and corporate governance factors, such as, the split of the roles of the CEO and the Chairman, the proportion of non‐executive directors, and the appointment of a non‐executive director as a Chairman. I also find that companies with low managerial ownership are more likely to change their board structure to comply with the Cadbury (1992) recommendations. The results suggest that managers, through their high ownership, choose a board that is unlikely to monitor. Overall, the findings cast doubt on the effectiveness of the board as an internal corporate governance mechanism when managerial ownership is high.