Rediscovering Board Expertise: Legal Implications of the Empirical Literature

摘要: People are rediscovering the value of expertise on corporate boards directors. The rediscovery occurs after several decades celebrating independent directors under guise monitoring model boards. While independence remains fashionable, and Sarbanes-Oxley Act 2002 (SOX) continues its long-standing promotion, SOX also requires companies to disclose whether their have board audit committee and, if not, why not. This hastens an inchoate ten-year trend favoring expertise. is supported by theory empirical research. Accidents political history appear explain subordination, until recently, independence. As a matter theory, harmonizes with basic division labor principles, yet little attention paid specific that offer. most prominent director expertise, developed during rise board, envisioned in “decision control.” But this views as monoliths hides significance individuals group decision making. Accompanying privileged place for was committee, especially committee. Although committees designated functions, focus has been member rather than benefiting from labor. matter, large body Most strikingly, research shows accounting valuable promoting effectiveness, while general financial other contribute less value.