Tradeoffs between Internal and External Governance: Evidence from Exogenous Regulatory Shocks
利用2002年纽交所和纳斯达克要求董事会多数独立董事的上市规则作为外生冲击，研究发现不合规公司通过增加反收购条款、保护高管和降低债务来减少对三种外部治理机制的依赖，表明内外治理存在替代关系。
We use the 2002 NYSE and NASDAQ listing requirements mandating firms have a majority of independent directors on the board as an exogenous shock to examine the interaction between internal and external governance. Relative to compliant firms, noncompliant firms significantly reduced exposure to three external governance mechanisms: the market for corporate control, shareholder activism, and credit markets, by adding antitakeover provisions, adopting officer and director protection provisions, and reducing debt levels, respectively. The results are stronger in firms with greater exposure to the relevant external governance mechanism. The evidence suggests that firms treat internal and external governance as substitutes.