Authority, Consensus, and Governance
研究了管理层主导的董事会如何通过信息交换和决策权分配影响股东价值，发现董事会拥有否决权时股东利益更优，且股东若能承诺披露信息则董事会应完全与股东利益一致。
Management-aligned boards exchange precise information with management and make efficient decisions. But when agency conflicts are important, management-aligned boards may not maximize shareholder value. Even if management controls all decisions and the board only provides advice, optimal boards may withhold information. This creates inefficiencies. But agency costs fall because management is induced to obey the board. When the board can directly veto management proposals, shareholders are better off. Optimal boards should then be more shareholder-aligned. Shareholder value is further enhanced if shareholders can veto management and also commit to revealing the board’s information. Optimal boards should then be perfectly shareholder-aligned. Received September 26, 2015; editorial decision December 18, 2016 by Editor Andrew Karolyi.