Why Do Boards Exist? Governance Design in the Absence of Corporate Law
研究在法律不强制要求设立董事会及其职责的历史背景下，企业选择设立董事会的情形及其作用，发现董事会主要出现在股东基础庞大且异质性强的公司，其重要职能是协调异质股东间的利益冲突。
Abstract We study under which circumstances firms choose to install boards and their roles in a historical setting in which neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogeneous shareholder bases. We propose that an important role of boards is to mediate between heterogeneous shareholders with divergent interests. Voting restrictions are common and ensure that boards are representative and not captured by large blockholders. Boards are given significant powers to both mediate and monitor management, and these roles are intrinsically linked.