On-Going Board Reforms: One Size Fits All and Regulatory Capture
指出董事会改革者设定的最低标准忽视了权衡与监管俘获效应,建议增加现有规定的灵活性,以改善对股东的保护,特别是针对机构投资者董事会的失败。
Proponents of board reforms assume that corporate structures and director-specific provisions matter. This paper argues that reformers have set minimum standards, but failed to take into account various trade-offs and regulatory capture effects. It is thus suggested that the flexibility of existing provisions be increased and that this new approach be used to improve shareholder protection against board failures in general and failures of institutional investor boards in particular.