The Labor Market for Directors and Externalities in Corporate Governance
研究董事的声誉考虑如何影响董事会结构、公司治理和企业价值，发现董事希望被其他公司邀请的动机导致公司治理的战略互补性，强化了治理系统的两极分化。
ABSTRACT This paper studies how directors' reputational concerns affect board structure, corporate governance, and firm value. In our setting, directors affect their firms' governance, and governance in turn affects firms' demand for new directors. Whether the labor market rewards a shareholder‐friendly or management‐friendly reputation is determined in equilibrium and depends on aggregate governance. We show that directors' desire to be invited to other boards creates strategic complementarity of corporate governance across firms. Directors' reputational concerns amplify the governance system: strong systems become stronger and weak systems become weaker. We derive implications for multiple directorships, board size, transparency, and board independence.