Corporate Boards and SEOs: The Effect of Certification and Monitoring
研究发现，在增发新股（SEO）中，独立董事占多数的公司公告回报更高，且这一效应在监督成本低、财务约束紧的企业中更明显，表明独立董事通过监督和认证双重角色提升价值。
Abstract In a sample of underwritten seasoned equity offerings (SEOs), issuers with boards dominated by independent directors experience higher abnormal announcement returns than issuers with boards dominated by insiders. Firm size, transparency, and other governance characteristics do not explain the effect of board independence. The positive relation between board independence and SEO returns is more pronounced for firms with lower monitoring costs and more severe financial constraints. The evidence suggests that independent directors have a positive effect because of their role in controlling both shareholder–manager conflicts (monitoring the use of funds) and current–new shareholder conflicts (certification of the issue’s value).