Law Commons^™

A Team Production Approach To Corporate Law And Board Composition, Bernard S. Sharfman, Steven J. Toll

Bernard S Sharfman

In today’s world of corporate governance, the board of directors of a publicly held firm (“public company”) will almost certainly be made up of a majority of independent directors. Armed with such independence, it is hoped that corporate boards can better monitor for managerial opportunism and enhance firm performance relative to management dominated boards.

The criterion for selecting outside board members is to choose members who enhance the efficiency of board decision-making. For that to occur, we must have an understanding of how the corporate board of a public corporation is to operate in an efficient manner. As proposed by …

Wall Street's Corporate Governance Crisis, Bernard S. Sharfman, Steven J. Toll, Alan Szydlowski

Bernard S Sharfman

The board of directors of a public company is only responsible for a relatively few of the almost infinite number of decisions that are made at a public company over any period of time. Yet, when a corporate board does make a decision, for example, the appointment of a chief executive officer or the approval and recommendation to shareholders of a merger agreement, the decision can have a major impact on the firm. Now, based on the fallout from the financial crisis of 2008, we can add corporate board approval of company-wide compensation policies to the list of board decisions …

Enhancing The Efficiency Of Board Decision Making: Lessons Learned From The Financial Crisis Of 2008, Bernard S. Sharfman

Bernard S Sharfman

As a result of the financial crisis of 2008, the employment compensation policies and decisions of Wall Street corporate boards have come under close scrutiny. More specifically, the willingness to approve company wide compensation plans that resulted in the paying out of billions of dollars in bonuses even in the face of deteriorating financial and economic conditions. If only these and other Wall Street firms had retained the bulk of these large annual bonuses over the last several years when the financial markets were noticeably in decline, perhaps the economic impact of the current financial crisis would have been less …