To date, there has been little modeling of the board of directors as an independent entity in the corporate finance literature. Most theoretical papers omit the board entirely and model only managers and shareholders as active players. In this paper, I model the board as an entity distinct from both management and shareholders. The analysis is based on management's power in the selection and retention of board members and it focuses on the effect of this power on the frequency of open dissent in the boardroom and the board's effectiveness in disciplining management. The model predicts behavior consistent with empirical observation and produces testable implications about the links between board compensation, structure, and information and the frequency of board dissent and the level of board effectiveness.

We compare dividend policies of U.S. and Japanese firms, partitioning the Japanese data into keiretsu, independent, and hybrid firms. We examine the correlation between dividend changes and stock returns, and the reluctance to change dividends. Results are consistent with the joint hypotheses that Japanese firms, particularly keiretsu-member firms, face less information asymmetry and fewer agency conflicts than U.S. firms, and that information asymmetries and/or agency conflicts affect dividend policy. Japanese firms experience smaller stock price reactions to dividend omissions and initiations, they are less reluctant to omit and cut dividends, and their dividends are more responsive to earnings changes.

ABSTRACT We compare dividend policies of U.S. and Japanese firms, partitioning the Japanese data into keiretsu, independent, and hybrid firms. We examine the correlation between dividend changes and stock returns, and the reluctance to change dividends. Results are consistent with the joint hypotheses that Japanese firms, particularly keiretsu‐member firms, face less information asymmetry and fewer agency conflicts than U.S. firms, and that information asymmetries and/or agency conflicts affect dividend policy. Japanese firms experience smaller stock price reactions to dividend omissions and initiations, they are less reluctant to omit and cut dividends, and their dividends are more responsive to earnings changes.