Publications

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Spring 2013
Article

America's Changing Corporate Boardrooms: The Last Twenty-Five Years

By: Jay W. Lorsch

This article outlines several significant changes in corporate boardrooms over the past twenty-five years and uses those lessons to propose a thought experiment about how boards can be shaped in the future. Professor Lorsch argues that the major problems in the last... View Details

Keywords: Boards Of Directors; BEST Practices; Stakeholder Engagement; Governing and Advisory Boards; Problems and Challenges; Business and Stakeholder Relations; Change

11 May 2011
Research & Ideas

Building a Better Board

meaningfully to strategy development. Making It Safe To Be Critical Chief among the responsibilities of a corporate board member is to develop and share an honest assessment of... View Details

Keywords: by Carmen Nobel

23 May 2013
Working Paper Summaries

Board Games: Timing of Independent Directors’ Dissent in China

Keywords: by Juan Ma & Tarun Khanna

November 2011
Article

Corporate Governance When Founders Are Directors

By: Feng Li and Suraj Srinivasan

We examine CEO compensation, CEO retention policies, and M&A decisions in firms where founders serve as a director with a non-founder CEO (founder-director firms). We find that founder-director firms offer a different mix of incentives to their CEOs than other firms.... View Details

Keywords: Corporate Governance; Executive Compensation; Retention; Policy; Motivation and Incentives; Performance; Governing and Advisory Boards; Mergers and Acquisitions; Wages; United States

April 2010
Article

Executive Pay and 'Independent' Compensation Consultants

By: K. J. Murphy and Tatiana Sandino

Executive compensation consultants face potential conflicts of interest that can lead to higher recommended levels of CEO pay, including the desires to "cross-sell" services and to secure "repeat business." We find evidence in both the US and Canada that CEO pay is... View Details

Keywords: Compensation Consultants; Conflicts Of Interest; CEO Pay; Board Of Directors; Director Pay; Disclosure; Conflict of Interests; Governing and Advisory Boards; Corporate Disclosure; Executive Compensation; Corporate Governance; Consulting Industry; Canada; United States

July 2004 (Revised August 2004)
Case

On Becoming a Board Member

By: Jay W. Lorsch and Ashley Robertson

A Hispanic executive is considering whether to join the board of directors of a company and receives advice from several more experienced directors. Teaching Purpose: To focus on the issues related to joining a board of directors. View Details

Keywords: Management; Leadership; Ethnicity; Governing and Advisory Boards

Educators

March 2024 (Revised June 2024)
Case

Governing OpenAI (A)

By: Lynn S. Paine, Suraj Srinivasan and Will Hurwitz

In late November 2023, OpenAI’s new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)—computer systems with capabilities exceeding human abilities—was looking to regain its footing after a chaotic... View Details

Educators

2010
Working Paper

Corporate Governance When Founders Are Directors

By: Feng Li and Suraj Srinivasan

We examine CEO compensation, CEO retention policies, and M&A decisions in firms where founders serve as a director with a non-founder CEO (founder-director firms). We find that founder-director firms offer a different mix of incentives to their CEOs than other firms.... View Details

Keywords: Business Startups; Governing and Advisory Boards; Executive Compensation; Retention; Managerial Roles; United States

13 Sep 2006
Op-Ed

Rising CEO Pay: What Directors Should Do

Criticisms of CEO pay have two related themes: It is too high, and it not closely related to company performance. These problems persist for complex reasons even as directors worry about them. The most... View Details

Keywords: by Jay W. Lorsch

Research Summary

Dissertation: Speaking Up on Boards

My dissertation examines individual and group behavior in corporate boards of directors. I focus on individual traits and group traits that can foster or inhibit the act of speaking up when an individuals views go against the general consensus in the room. Research and... View Details

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

05 Mar 2008
Working Paper Summaries

Board of Directors’ Responsiveness to Shareholders: Evidence from Shareholder Proposals

Keywords: by Yonca Ertimur, Fabrizio Ferri & Stephen R. Stubben

October 2003
Article

The Determinants of Board Structure at the Initial Public Offering

By: Malcolm Baker and Paul Gompers

This paper describes board size and composition and investigates the role of venture capital in a sample of 1,116 firms' initial public offerings. First, firms backed by venture capital have fewer insider and instrumental directors and more independent... View Details

Keywords: Governing and Advisory Boards; Venture Capital; Initial Public Offering; Managerial Roles; Power and Influence

Read Now

16 Mar 2015
Working Paper Summaries

Higher-Ambition CEOs Need Higher-Ambition Boards

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

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

2021
Working Paper

rTSR: Properties, Determinants, and Consequences of Benchmark Choice

By: Paul Ma, Jee-Eun Shin and Charles C.Y. Wang

We develop a measurement-error framework for assessing the quality of relative-performance metrics designed to filter out the systematic component of performance and analyze relative total shareholder return (rTSR)—the predominant metric market participants use to... View Details

Keywords: Relative TSR; Relative Performance Evaluation; Systematic Risk; Board Of Directors; Compensation Consultants; Style Effects; Executive Compensation; Performance Evaluation; Corporate Governance