Publications

June 2025
Article

What Board-level Control Mechanisms Changed in Banks Following the 2008 Financial Crisis? A Descriptive Study

By: Shelly Li, Shivram Rajgopal, Suraj Srinivasan and Yu Ting Forester Wong

Following the 2008 financial crisis, the Financial Crisis Inquiry Commission (FCIC) identified major shortcomings in bank board governance, contributing to systemic risk management failures. This study adapts a management control framework and empirically examines... View Details

Keywords: Board Of Directors; Management Control; Governing and Advisory Boards; Governance Controls; Risk Management; Change Management; Banks and Banking; Financial Crisis

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December 2010
Article

The Case for Professional Boards

By: Robert C. Pozen

When the world's largest financial institutions had to be rescued from insolvency in 2008, many experts laid the blame at the feet of corporate boards. But insufficient board oversight is a problem that had supposedly been solved in 2002. As the United States... View Details

Keywords: Financial Institutions; Insolvency and Bankruptcy; Governing and Advisory Boards; Failure; Accounting Audits; Quality; Behavior; Legal Liability; Experience and Expertise; Corporate Governance; Governance Controls; Performance Effectiveness; United States

Third Quarter 2015
Article

Should Boards Mentor Their CEOs?: It Is a Complex Question. Here Are the Significant Considerations.

By: Jay W. Lorsch

It's a complex question with significant considerations, including how open the CEO is likely to be to such advice, the company's situation, and the characteristics of the board. View Details

Keywords: Directors; CEO Mentoring; Governing and Advisory Boards; Rank and Position; Management Teams

16 Mar 2015
Working Paper Summaries

Higher-Ambition CEOs Need Higher-Ambition Boards

Keywords: by Edward J. Ludwig, Anna Elise Walton & Michael Beer

September 21, 2018
Article

Innovation Should Be a Top Priority for Boards. So Why Isn't It?

By: J. Yo-Jud Cheng and Boris Groysberg

Corporate directors and executives alike recognize that today’s pace of change continues to accelerate and that firms need to innovate to stay ahead. But are boards doing enough to support innovation, as they should? We conducted a survey of over 5,000 board members... View Details

Keywords: Board Of Directors; Innovation; Technology; Innovation and Invention; Corporate Governance; Governing and Advisory Boards; Business Strategy

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August 2003
Case

SEC Proposal for Nomination of Directors by Shareholders

By: Jay W. Lorsch and Ashley Robertson

Describes the U.S. Securities and Exchange Commission's 2003 proposal to allow shareholders to nominate a "short slate" of directors for the board of listed companies. Includes comment letters for and against the proposal. View Details

Keywords: Corporate Governance; Management Teams; Business and Shareholder Relations; United States

March 1991 (Revised October 2022)
Background Note

Beyond the Myth of the Perfect Mentor: Take Charge and Build Your Personal Board of Directors

By: Linda A. Hill, Nancy A Kamprath and Leticia Garcia

Instead of embarking on an odyssey for the perfect mentor, individuals should pursue a strategy of building a network of developmental relationships. In this note, we explore the process by which such a network can be established and cultivated: 1) What functions can... View Details

Keywords: Relationships; Networks

02 Sep 2010
What Do You Think?

How Transparent Should Boards Be?

Gogula put it, "While protecting the short term interests of shareholders and avoiding a depression of stock prices may be a tempting recourse for a Board member to take, long-term shareholder interest is what the View Details

Keywords: by Jim Heskett

January 2013 (Revised March 2013)
Case

Beth Stewart: Navigating the Boardroom

By: Boris Groysberg and Deborah Bell

After rising through the ranks of Corporate America, Beth Stewart has become a corporate director on the board of General Growth Properties. Stewart is struggling with how to address her mounting concerns over the financial health of the growing large publically traded... View Details

Keywords: Career Management; Women Executives; Women And Leadership; Boards Of Directors; Board Dynamics; Career Planning; Independent Directors; Leadership; Corporate Governance; Governing and Advisory Boards; Interpersonal Communication; Leadership Style; Personal Development and Career; Work-Life Balance; Real Estate Industry; United States

11 Jul 2012
Research & Ideas

The Future of Boards

director to serve as a liaison between the other board members and the CEO. As clear-cut as these subjects may seem, the underlying question, as Lorsch sees it, is far more complex: What is the broader... View Details

Keywords: by Julia Hanna

10 Nov 2016
Working Paper Summaries

Managing Reputation: Evidence from Biographies of Corporate Directors

Keywords: by Ian D. Gow, Aida Sijamic Wahid, and Gwen Yu

March 1991 (Revised January 1996)
Case

The General Mills Board and Strategic Planning

By: Jay W. Lorsch

Examines the General Mills Board of Directors' role in the General Mills joint venture with Nestle S.A. to sell cereals outside of North America. It raises the more general question of the appropriate role for the board of directors in strategy formulation. View Details

Keywords: Joint Ventures; Trade; Corporate Governance; Managerial Roles; Expansion; Food and Beverage Industry; North America

Research Summary

Talent and Ownership on Corporate Boards

By: Cynthia A. Montgomery

This research, with co-author Emilie Feldman, examines the performance of firms whose boards include directors with sizeable ownership stakes and relatively low levels of business experience. In contrast to theories that predict a strong... View Details

22 Dec 2003
Research & Ideas

How to Build a Better Board

that corporate governance activists focus on things that can be seen from the outside. The reality is that what makes boards effective—and this is the point we make in the book over and over again—is the behavior of the View Details

Keywords: by Martha Lagace

23 May 2013
Working Paper Summaries

Board Games: Timing of Independent Directors’ Dissent in China

Keywords: by Juan Ma & Tarun Khanna

July 2016
Case

'Golden Leash' Pay for Directors at The Dow Chemical Company

By: Ian Gow, Suraj Srinivasan and Neeraj Goyal

In November 2014, The Dow Chemical Company was faced with the prospect of a proxy battle with prominent hedge fund and activist investor Third Point Management. The activist had criticized Dow’s recent performance and advocated that the company split itself to maximize... View Details

Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Investment Activism; Chemical Industry

2005
Chapter

The Professionalization of Corporate Directors

By: Martin Lipton and Jay W. Lorsch

Keywords: Management Teams; Governing and Advisory Boards

January 2015
Article

Are Incentives Without Expertise Sufficient? Evidence from Fortune 500 Firms

By: Emilie R. Feldman and Cynthia A. Montgomery

Agency theory predicts that incentives will align agents' interests with those of principals. However, the resource-based view suggests that to be effective, the incentive to deliver must be paired with the ability to deliver. Using Fortune 500 boards as an... View Details

Keywords: Board Of Directors; Corporate Governance; Incentives; Expertise; Motivation and Incentives; Governing and Advisory Boards; Experience and Expertise; Agency Theory

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February 2014
Article

Accountability of Independent Directors—Evidence from Firms Subject to Securities Litigation

By: Francois Brochet and Suraj Srinivasan

We examine which independent directors are held accountable when investors sue firms for financial- and disclosure-related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over... View Details

Keywords: Independent Directors; Litigation Risk; Class Action Lawsuits; Director Accountability; Reputation; Boards Of Directors; Corporate Governance; Debt Securities; Corporate Accountability; Lawsuits and Litigation

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