A Theory of Friendly Boards
分析董事会同时担任顾问和监督者的双重角色，CEO在向董事会披露信息时面临权衡：披露可获得更好建议，但也会招致更严格监督。独立董事会监督更严，CEO可能不愿分享信息，因此管理层友好型董事会可能是最优选择。
ABSTRACT We analyze the consequences of the board's dual role as advisor as well as monitor of management. Given this dual role, the CEO faces a trade‐off in disclosing information to the board: If he reveals his information, he receives better advice; however, an informed board will also monitor him more intensively. Since an independent board is a tougher monitor, the CEO may be reluctant to share information with it. Thus, management‐friendly boards can be optimal. Using the insights from the model, we analyze the differences between sole and dual board systems. We highlight several policy implications of our analysis.