Publications

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

SSRN

March 2023 (Revised April 2023)
Case

Independent Governance of Meta’s Social Spaces: The Oversight Board

By: Jesse M. Shapiro, Natalia Rigol, Benjamin N. Roth and William R. Kerr

Julie Owono is a member of the Oversight Board, an outside entity with the authority to make binding decisions on tricky moderation questions for Meta's companies. She considers the Board's impact, and its future. View Details

Keywords: Business and Government Relations; Social Media; Fairness; Governing and Advisory Boards; Technology Industry; Communications Industry

Educators

May 2023 (Revised June 2023)
Teaching Note

Independent Governance of Meta’s Social Spaces: The Oversight Board

By: Jesse M. Shapiro, Natalia Rigol and Benjamin N. Roth

Teaching Note for HBS Case No. 823-111. View Details

May 2004
Article

CEO: Chief Education Officer; How to Deal with an Independent Board

By: Jay W. Lorsch

Keywords: Education; Governance

Read Now

November 2018 (Revised January 2020)
Case

Tesla, Inc. in 2018

By: Siko Sikochi, Suraj Srinivasan and Quinn Pitcher

On August 7, 2018 Elon Musk, Chairman and CEO of Tesla tweeted that he was considering taking Tesla private and had secured funding. Weeks went by without details about a deal and speculation grew that Musk had misled investors. He soon abandoned the idea, but the... View Details

Keywords: Disclosure Regulation; Board Independence; Corporate Governance; Business and Shareholder Relations; Governing and Advisory Boards

Educators

23 Dec 2013
Research & Ideas

Just How Independent are ‘Independent’ Directors?

In theory, a board of directors protects the rights of shareholders. Independent directors are supposed to be just that—independent—free to dissent from a decision of the majority. The reality is more... View Details

Keywords: by Michael Blanding

23 Dec 2013
News

Just How Independent are ‘Independent’ Directors?

March 2023
Case

FinTunes, Inc., Board of Directors

By: Lynn S. Paine and Jennifer Fonstad

The board of FinTunes, Inc., a start-up aimed at helping musicians distribute their work and manage their finances, must decide among three candidates to serve as the company’s first independent director. The terms of FinTunes’ last round of financing provided that the... View Details

Keywords: Business Startups; Entrepreneurship; Governing and Advisory Boards; Corporate Governance; Music Industry; Los Angeles; California

Educators

01 Feb 2001
News

Advisory Boards Help HBS Assess and Attain Its Goals

independent sounding board and provides informal advice on the direction of the School. Chairman C.D. ("Dick") Spangler, Jr. (MBA '56), president emeritus of The University of North Carolina, finds his work... View Details

Keywords: Elena N. Berg; boards; alumni; planning; leadership; advice; Colleges, Universities, and Professional Schools; Educational Services

11 May 2011
Research & Ideas

Building a Better Board

When Stephen Kaufman took the helm at Arrow Electronics in 1982, it was de rigueur for CEOs to sit on the boards of several other companies in addition to running their own. Back then, serving as a board... View Details

Keywords: by Carmen Nobel

17 Jan 2007
Op-Ed

Learning from Private-Equity Boards

for corporate boards. The yes answer reflects the fact that many productive aspects of corporate governance and control that have proven effective in the private-equity industry were noticeably absent at Enron. If Enron's board (which was... View Details

Keywords: by Malcolm Salter; Financial Services

26 Jul 2013
Working Paper Summaries

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

Keywords: by Francois Brochet & Suraj Srinivasan

01 Jun 2010
News

M.I.A. Boards

September 2008, just one of its ten non-executive directors had any recent banking experience. He had joined the board five months before Lehman went bust. The backgrounds of Lehman’s independent directors... View Details

Keywords: John Gillespie;David Zweig; Finance

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

2012
Article

Hiring Cheerleaders: Board Appointments of 'Independent' Directors

By: Lauren Cohen, Andrea Frazzini and Christopher Malloy

We provide evidence that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data on... View Details

Keywords: Recruitment; Management; Corporate Governance; Performance; Governing and Advisory Boards; Executive Compensation; Governing Rules, Regulations, and Reforms; Prejudice and Bias

Read Now

2008
Working Paper

Hiring Cheerleaders: Board Appointments of 'Independent' Directors

By: Lauren Cohen, Andrea Frazzini and Christopher J. Malloy

We test the hypothesis that firms appoint independent directors who are overly sympathetic to management, while still technically independent according to regulatory definitions. We explore a subset of independent directors for whom we have detailed, micro-level data... View Details

Keywords: Competency and Skills; Governing Rules, Regulations, and Reforms; Governing and Advisory Boards; Managerial Roles; Prejudice and Bias