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3 - Grading Boards

from Part I - Corporate Boards

Published online by Cambridge University Press:  19 April 2018

Stephen M. Bainbridge
Affiliation:
University of California, Los Angeles School of Law
M. Todd Henderson
Affiliation:
University of Chicago School of Law
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Summary

In Chapter 3, we observe that boards of directors have long had bad press and explain why that has been the case. From Adam Smith in the 1770s, to William O. Douglas in the 1930s, to the Securities and Exchange Commission (SEC) in 2009, critics have complained about boards. While there is some evidence that many modern boards outperform their predecessors, it would be Pollyannaish to deny that there is still much room for improvement in board performance. The aftermath of the financial crisis of 2007-2008, for example, revealed widespread board failures in areas such as enterprise risk management. Still another widely asserted criticism is that boards have failed to rein in allegedly runaway executive compensation. This Chapter will briefly review the leading criticisms that have been launched at the board of directors as an institution over the years, with special emphasis on recent critiques. We will examine complaints about board performance during the financial crisis, for example, as well as such current arguments as the lack of board diversity.
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Chapter
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Outsourcing the Board
How Board Service Providers Can Improve Corporate Governance
, pp. 57 - 64
Publisher: Cambridge University Press
Print publication year: 2018

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