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Journal of Corporate Finance Vol. 23 2013

How do public companies adjust their board structures?

David C. Cicero1; M. Babajide Wintoki2; Tina Yang3

1 University of Alabama · 2 University of Kansas · 3 Villanova University

Abstract

We show that public companies frequently changed their board structures before implementation of the Sarbanes–Oxley Act, with two-thirds of firms changing board size or independence during an average two-year period. Board changes were associated with changes in firm-specific fundamentals, but the rate of change toward predicted structures was negatively associated with the level of CEO influence. Companies changed board structures in either direction as underlying firm fundamentals changed, consistent with the pursuit of economically efficient board structures. However, board changes have become less frequent since the Sarbanes–Oxley Act was enacted. We provide some evidence that companies became less likely to decrease board independence when changes in fundamentals suggested they should, which may reflect a loss of economic efficiency.

DOI
10.1016/j.jcorpfin.2013.08.001
Volume
23
Pages
108-127
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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