Lessons from the French Exception: How Firms Choose between Unitary and Dual Boards
44 Pages Posted: 9 Oct 2012
Date Written: June 6, 2012
Many governance reform proposals focus on strengthening board monitoring. In contrast, Adams and Ferreira (2007) and Harris and Raviv (2008) conclude that a passive board is often optimal. We examine determinants of board structure choice in France, where firms are free to choose between a unitary (passive) board and a dual (monitoring) board. We find firms with greater asymmetric information are likely to adopt a unitary board. Firms with a high potential for private benefit extraction are likely to adopt dual boards. Firms well monitored by financial market and institutional forces are less likely to have dual boards. Our results imply that freedom of contract about board structure is valuable for shareholders.
Keywords: Board of directors, dual board, unitary board, corporate governance, monitoring, supervisory board, management board
JEL Classification: G32, G34
Suggested Citation: Suggested Citation