Corporate Boards of Directors: In Principle and in Practice

Posted: 16 Sep 2008

See all articles by Oliver E. Williamson

Oliver E. Williamson

University of California, Berkeley - Business & Public Policy Group

Date Written: October 2008

Abstract

Numerous significant past and recent contributions to the literature on the efficacy of corporate boards of directors notwithstanding, a consensus has yet to develop. Partly this is due to a failure to agree on the ground rules, to which the use of different lenses through which to observe and interpret corporate boards is a contributing factor. This article examines corporate boards through the lens of contract/governance with the object of (1) uncovering the factors that are responsible for the intrinsic limitations of boards in monitoring and managing respects and, in consideration of these limitations, (2) advising on the merits of proposed reforms, to which credibility considerations and the integrity of delegation are relevant. A more accepting interpretation of practices regarded by many as problematic emerges, but not without qualifications and express concern for bad actors. (JEL G30, G34, K22, L14)

Suggested Citation

Williamson, Oliver E., Corporate Boards of Directors: In Principle and in Practice (October 2008). The Journal of Law, Economics, & Organization, Vol. 24, Issue 2, pp. 247-272, 2008, Available at SSRN: https://ssrn.com/abstract=1268655 or http://dx.doi.org/10.1093/jleo/ewm059

Oliver E. Williamson (Contact Author)

University of California, Berkeley - Business & Public Policy Group ( email )

545 Student Services Building
Berkeley, CA 94720
United States
510-642-8697 (Phone)
510-642-4700 (Fax)

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