As board gender diversity rises, it is important to understand the motivations of female independent directors. Focusing on the primary profession of female directors, we distinguish between promotion incentives of those who are senior executives of other firms (CorpFemales) and service/fee incentives of non-executive directors (OtherFemales). We find that OtherFemales hold more directorships and are more likely to miss board meetings. CorpFemales are more likely to serve on audit committees, which likely improves the reporting quality. CorpFemales, as opposed to OtherFemales exhibit higher M&A announcement returns and pay lower takeover premiums, especially when the choice of payment for acquisitions is equity.

We exploit heterogeneities among CEO-directors and find that influential CEO-directors (ICDs) provide value through advising and monitoring. To expansively capture their relative influence, we identify CEO-directors who command more pay than the appointing firm's CEO. We find ICDs are more (less) likely to serve on the compensation (audit) committee. ICDs serve on more board seats and benefit more by serving on these seats. ICDs improve the performance of their appointing firm by increasing CEO pay-performance sensitivities and by helping with R&D and M&A activities. Alternatively, uninfluential CEO-directors are largely inconsequential or even detrimental to the appointing firm.

The board of directors is a flat governance structure where each director has an equal vote in determining the collective actions taken by the group. Yet, some boards choose to delegate authority for specific tasks to numerous committees, while others choose to create relatively few subcommittees of the board. We investigate the determinants of subordinate board structures, exploring both their benefits and costs. Using a sample of the S&P 1500 we find that subordinate board structures are positively related to board size and the proportion of outside directors, even after controlling firm characteristics such as complexity and ownership structure. Further tests indicate that these board structures can offset the negative associations that board size and the proportion of outsiders can have with firm performance. Yet, in firms with relatively small or insider oriented boards, where co-ordination problems among directors or social loafing may be less pronounced, we find that subordinate board structures are negatively related to firm performance. Categorizing committees as either monitoring or advisory, we find that both types of committees appear related to firm performance. Taken as whole, these results are consistent with the idea that subordinate board structures can be a costly remedy to alleviate problems that arise with larger, more outsider dominated boards.

Research shows female directors are associated with proxies for improved monitoring, yet finds mixed results as to their effect on firm performance. Hypothesizing that their performance impact depends on the firms' information environment, we find that independent female directors have a negative (positive) effect on performance in opaque (transparent) firms, an effect which is incremental to that of independent male directors. We then explore the channels which drive this finding. The standard measure of the information environment considers opacity from the view of external parties such as analysts and investors. However, independent directors have greater access to information than external parties. Consequently, we investigate whether additional data sources, if they exist, mitigate the impact of “external” opacity on the effect of independent female directors on firm performance. We find that when independent female directors have greater access to information either from sources inside, e.g., an independent board chair, or outside, e.g., a large network, the firm, their negative effect on performance in opaque firms dissipates. Investigating their positive impact in transparent firms, we find that independent female directors decrease both discretionary accruals and the likelihood of an Accounting and Auditing Enforcement release.

This study examines how various dimensions of a firm's network affect innovation and pricing of innovation by market participants. We use board interlocks to build interfirm network and construct different network measures to capture firm centrality in the interfirm network, cohesion within firm network, and diversity, innovativeness, and propinquity of firm network. Our results show that these different characteristics of network connectedness affect firm innovation input and output, particularly for firms in relatively intangible industries. These results are robust to the use of an instrumental variables approach as well as a natural experiment of state-level changes in R&D tax credits. We also find that innovation has a positive (negative) marginal effect on corporate bond yield spreads when firms have lower (higher) connectedness, suggesting that the market perceives innovative activities by more connected firms as less uncertain. Yield spread changes around patent filings further support this finding.

Outside board chairs are more likely in firms that are smaller, have greater stock volatility and research and development intensity, and have a lower proportion of inside directors and less institutional ownership; they are also more likely when chief executive officers have shorter tenure and lower ownership. We also find that the existence of an outside chair is associated with geographical and industry norms. An outside chair is positively associated with firm performance, a finding robust to various estimation methods, including event study and multivariate analyses incorporating controls for endogeneity, as well as market and accounting measures of performance. We note, however, that the relationship between outside chair and firm performance varies with firm characteristics.

We use board structure changes brought by the Sarbanes-Oxley Act (SOX; 2002) and subsequent listing standards as a natural experiment to investigate if founding families are expropriators or stewards of shareholder value. We hypothesize gain in a firm's value post-SOX if founding families are expropriators and a value loss if they are stewards. Using a difference-in-difference approach, we find that family firms that did not meet the requirements of SOX-related, board independence provisions before 2002, suffered significant value loss post-SOX. Our results favor the steward role for founding families.

We examine how differences in the career incentives of female directors impact their monitoring effectiveness in the context of financial reporting. We find that female independent directors who are sitting senior executives in other firms (executive FIDs) improve financial reporting quality while other female independent directors (non-executive FIDs) do not. Exogenous departure of executive FIDs leads to deterioration of financial reporting quality. Empirical approaches addressing reverse causality and selection problems support our primary findings. We also find that executive FIDs who are younger or not CEOs are more effective in improving financial reporting quality. These findings support the notion that varying career incentives of female directors contribute to the differences in their board monitoring performance. Finally, executive FIDs’ effective monitoring of financial reporting is more prominent in firms with higher monitoring costs and when they serve on more prestigious boards.

Prior literature examines motivations and impact of corporate lobbying and presents inconclusive evidence. We examine the association of corporate lobbying with firm performance by focusing on how this relationship varies with firm characteristics. Addressing various endogeneity concerns, our analysis shows that corporate lobbying has a negative association with firm performance. We find that the negative association between corporate lobbying and firm performance is largely driven by operationally complex firms. On the other hand, firms with high growth opportunities benefit more from lobbying than low-growth firms. Lobbying seems to provide limited tangible benefits in terms of helping a firm obtain government contracts or successfully pass the congressional bills lobbied. These results suggest that agency costs dominate the strategic benefits of lobbying activities. However, there is some evidence that firms benefit when there is political alignment between the firm and the party in power.

Effective board monitoring prevents entrenched managers from undertaking acquisitions that are detrimental to shareholders. It also facilitates a smooth transition during the post-acquisition phase. We examine how independent board leadership affects M&A outcomes. Controlling for many firm, board, and CEO attributes, we find that acquirers with independent board chairpersons earn significantly higher CAR around M&A announcements. The positive effects of independent board chairpersons are more pronounced in acquirers with high monitoring needs. The boards led by independent chairpersons primarily add value by selecting targets with high synergetic gains, avoiding overpaying for targets, and facilitating smooth transition in the post-acquisition phase.