22 Pages Posted: 5 May 2006
Date Written: February 2006
In light of recent corporate scandals, numerous proposals have been introduced for reforming corporate governance. This paper provides a theoretical framework through which to evaluate these reforms. Unlike various ad hoc arguments, this framework recognizes that governance structures arise endogenously in response to the constrained optimization problems faced by the relevant parties. Contract theory provides a set of necessary conditions under which governance reform can be welfare-improving: 1) There is asymmetric information at the time of contracting; or 2) Governance failures impose externalities on third parties; or 3) The state has access to remedies or punishments that are not available to third parties. We provide a series of models that illustrate the importance of these conditions and what can go wrong if they are not met.
Suggested Citation: Suggested Citation
Hermalin, Benjamin E. and Weisbach, Michael S., A Framework for Assessing Corporate Governance Reform (February 2006). NBER Working Paper No. w12050. Available at SSRN: https://ssrn.com/abstract=885647