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Environmental lawsuits are researched to elucidate the connections between corporate governance and why certain companies fall afoul of environmental regulations while others do not. Companies with large boards of directors and a higher amount of directors from peer firms are more likely to run afoul of environmental regulations.

Article presents findings of a study conducted in the Netherlands examining the ethical dilemmas faced by non-executive supervisory directors.?

Relationships between the adoption of shark repellents and vaious mechanisms that agency theory recommends for aligning the interests of corporate board members and shareholders are examined. Because agency theory explains so little of the variance of shark repellent adoption, other theoretical formulations for corporate governance, such as stewardship theory and agent morality, should be considered.

This paper presents two studies that examine the commonly held belief that corporate boards are more likely to have positive effects on organizational performance when composed of outside directors. The first study - a meta-analysis of 63 correlations - indicates that, on average, the greater presence of outsiders is associated with higher performance, but so too is the greater presence of insiders. Instead of providing evidence of a positive outsider effect, these results suggest the existence of a curvilinear homogeneity effect in which performance is enhanced by the greater relative presence of either inside or outside directors. The second study - a hierarchical polynomial regression analysis of data from 259 large US companies - confirms the existence of a curvilinear relationship between insider/outsider composition and performance measured as return on assets. (Reprinted by permission of the publisher.)

Using the complementary lenses of information-processing and agency theories, this study tests the proposition that the complexity resulting form a firm's degree of internationalization will be accommodated by its governance structure. Results from a sample of large U.S. firms support this perspective, suggesting that firms manage and cope with the information-processing demands and agency issues arising from internationalization through higher, longer-term CEO pay, larger top management teams, and the separation of chairperson and CEO positions. (Reprinted by permission of the publisher.)

Using panel data on large, publicly traded U.K. companies gathered between 1991 and 1994, we examined the role of board control and remuneration committees in determining management compensation. Board monitoring, measured in terms of the proportion of nonexecutive directors on a board and the presence of remuneration committees and CEO duality, had only a limited effect on the level of top management pay. An important conclusion was that top management pay and corporate performance are more aligned in companies with outsider-dominated boards and remuneration committees. (Reprinted by permission of the publisher.)

With few exceptions, organizational researchers and corporate governance experts have historically viewed corporate boards of directors as 'rubber stamps' for management initiatives (Herman, 1981) or as 'tools' of top management [...]

A study was conducted to examine the role played by the independent outside directors of target firms in managing the conflicts that the offers can create between the managers and shareholders of these firms. The function of the directors in bolstering shareholder wealth during the process is also investigated. Analysis of 169 tender offers made from 1989 to 1992 indicates higher initial tender offer premium, bid premium revision and target shareholder gains when the the board of the target company is independent.

Corporate entrepreneurship is important for organizational survival, profitability, growth, and renewal. Data from 127 Fortune 500 companies show that executive stock ownership and long-term institutional ownership are positively associated with such entrepreneurship. Conversely, short-term institutional ownership is negatively associated with it, as is a high ratio of outside directors on a company's board. Outside directors' stock ownership somewhat mitigates the latter negative association. Outsiders, including stock owners, might lead companies away from internal product development, the traditional route to corporate entrepreneurship. Finally, an industry's technological opportunities moderate the associations observed between corporate governance and ownership variables and corporate entrepreneurship. (Reprinted by permission of the publisher.)

Corporate governance relationships are examined through a longitudinal study of six antitakeover options. These provisions, both those that require and do not require stockholder approval, are a poison pill provision, fair price provisions, classified board provisions, supermajority requirements, unequal voting rights, and the scrapping of shareholder voting rights. Agency theory is used to examine how the adoption of these six options is affected by three governance factors, namely, managerial equity ownership, corporate board structure and institutional investor holdings. Analysis of data drawn from 185 companies between 1984 and 1988 reveals that stockholder approval of antitakeover provisions determines the impact of the three governance variables on these provisions. The implications of the results are discussed.

The initial findings of a pilot study of the power and influence of part-time directions of corporations in the UK are reported. The study involved part-time board members who also served as chairman and or non-executive director of the UK's 200 largest industrial and commercial companies and its 50 biggest financial institutions. A tripartite model of power and influence is used to represent research results. Findings suggest that various structural and contextual factors determine the power and influence of part-time directors. These factors include their position and competence in managing a vast number of power sources, and their skill and will in harnessing potential power and turning it into actual influence.

The role of a board of directors in governing corporations is well-known, but the large numbers of hostile acquisitions in the 1980s have focused attention on whether boards are carrying out their duties in a responsible way. The three key roles of any board of directors are advice, strategy and control. However, the strategic role of directors has remained relatively unresearched, particularly the impact of directors serving on multiple boards. A research project in which directors give their perceptions of their roles and responsibilities is presented.

Research and public discussions on executive compensation and corporate governance are not balanced because there is greater emphasis on the benefits than on the costs of using incentives and monitoring by directors of corporations to control senior executives. To redress this imbalance, a study is conducted that examines both issues. The study proposes that the cost of using managerial incentives is higher for companies that are exposed to greater risk, that board monitoring provides greater benefits for firms with low incentive compensation use, and that the cost of using board monitoring is higher for organizations with more complex corporate strategies. These propositions are tested using longitudinal data obtained from a sample of over 400 of the biggest American corporations. The results are discussed.

In this study, we examined the relationships among governance structures and corporate bankruptcy. A logistic regression analysis of bankrupt major corporations and a matched group of survivor firms indicated robust power for financial indicators, constituent common stock holdings, board of director quality, and corporate governance structures as predictors of bankruptcy. Specifically, the model indicates differences between the bankrupt and matched groups in proportions of affiliatetd directors, chief executives, board chairperson structure, and their interaction. (Reprinted by permission of the publisher.)

The role of directorial board composition and board leadership structure in the bankruptcy of a company is investigated. For the study, data pertaining to firm size, financial control and governance for periods five years and three years before the bankruptcy filing as well as the contemporaneous period are gathered. Financial indicators and firm size are controlled for before logistic regression analysis is performed. Results suggest that governance structures contribute to the incidence of bankruptcy beyond financial and size considerations. In light of the rising occurence of bankruptcy filings, corporations are urged to pay attention to the governance factors related to organizational deterioration and bankruptcy.

When a firm's chief executive officer is also the chairperson of its board, directors have opposing objectives. According to organization theory, such CEO duality establishes strong, unambiguous leadership. But according to agency theory, duality promotes CEO entrenchment by reducing board monitoring effectiveness. We developed a contingency framework to resolve these perspectives. Sampling three industries to enhance generalizability, we found that board vigilance was positively associated with CEO duality. Duality was less common, however, when CEOs had high informal power and when firm performance was high. (Reprinted by permission of the publisher.)

Boards of directors of large corporations provide a governance safeguard to both equity capital and managerial employment contracts. Thus, the board is a potentially important instrument of internal control. This article develops theory and propositions concerning (a) the relation among ownership, managerial control, and the composition of the boards of directors; (b) the relation between the composition of the boards and control strategies (strategic versus financial controls); and (c) the relation among choice of control, corporate strategy, and strategic choice. (Reprinted by permission of the publisher.)

Collusion between company directors and management can benefit stockholders if high firing costs are avoided.