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In this paper, we use case studies to document how dominant shareholders have circumvented mandatory bid rules to appropriate wealth from minority shareholders. Dominant shareholders are numerous in Continental Europe. Creative compliance with mandatory bid rules reveals the failure of boards and regulators to protect minority shareholders and the difficulties of legislating in this area. We propose enhanced means for protecting their interests. [ABSTRACT FROM AUTHOR]

We survey non-executive directors in emerging markets to obtain detailed information about the inner workings of corporate boards across a variety of institutional settings. We document substantial variation in the structure and conduct of boards as well as in directors' perceptions of the local legal environment. Our analysis indicates that directors who feel adequately empowered by local legislation are less likely to vote against board proposals. They also form boards that play a stronger role in the company's strategic decision-making. The evidence suggests that a supportive legal environment allows directors to focus more on their advisory role rather than on their monitoring role. • We survey non-executive directors in emerging markets about their corporate boards. • We document substantial variation in the structure and conduct of corporate boards. • Directors empowered by local legislation vote less against board proposals. • Supportive legal frameworks allow directors to act as advisors rather than monitors. [ABSTRACT FROM AUTHOR]