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RFS Advance Access originally published online on July 20, 2006
Review of Financial Studies 2008 21(4):1797-1832; doi:10.1093/rfs/hhl030
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© The Author 2006. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For permissions, please email: journals.permissions@oxfordjournals.org.

A Theory of Board Control and Size

Milton Harris
University of Chicago

Artur Raviv
Northwestern University

Address correspondence to Milton Harris, Graduate School of Business, University of Chicago, 5807 South Woodlawn Avenue, Chicago, IL 60637, or e-mail: milt{at}uchicago.edu.


  Abstract

This article presents a model of optimal control of corporate boards of directors. We determine when one would expect inside versus outside directors to control the board, when the controlling party will delegate decision-making to the other party, the extent of communication between the parties, and the number of outside directors. We show that shareholders can sometimes be better off with an insider-controlled board. We derive endogenous relationships among profits, board control, and the number of outside directors that call into question the usual interpretation of some documented empirical regularities. (JEL G34)


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