On-Going Board Reforms: One Size Fits All and Regulatory Capture

Abstract

Proponents of board reforms assume that corporate structures and director-specific provisions matter. This paper argues that reformers have set minimum standards, but failed to take into account various trade-offs and regulatory capture effects. It is thus suggested that the flexibility of existing provisions be increased and that this new approach be used to improve shareholder protection against board failures in general and failures of institutional investor boards in particular. Copyright 2005, Oxford University Press.