Catherine M. Dalton’s research while affiliated with Indiana University Bloomington and other places

Board independence is an important element in the perception of the quality of a firm's governance. This issue, however, can be exacerbated for new ventures because the CEOs are often the founders. For the new venture, then, it is possible that (i) the founder is the CEO, (ii) the founder is also the board chairperson, and (iii) the board is not independent. Importantly, the perceived lack of independent governance in a new venture can adversely affect its relationship with external constituencies – constituencies that may be critical for the new venture's growth and success. Keywords: board of directors; IPO

Board structure refers to whether the chief executive officer (CEO) concurrently serves as chairperson of the board of directors. Board composition refers to the relative proportions of inside (management) and outside directors. While these two board configurations are most salient in the corporate context (i.e., firms whose stock is publicly traded), private firms, too, rely on boards of directors to enhance firm effectiveness.

The file drawer problem rests on the assumption that statistically non‐significant results are less likely to be published in primary‐level studies and less likely to be included in meta‐analytic reviews, thereby resulting in upwardly biased meta‐analytically derived effect sizes. We conducted 5 studies to assess the extent of the file drawer problem in nonexperimental research. In Study 1, we examined 37,970 correlations included in 403 matrices published in Academy of Management Journal (AMJ), Journal of Applied Psychology (JAP), and Personnel Psychology (PPsych) between 1985 and 2009 and found that 46.81% of those correlations are not statistically significant. In Study 2, we examined 6,935 correlations used as input in 51 meta‐analyses published in AMJ, JAP, PPsych, and elsewhere between 1982 and 2009 and found that 44.31% of those correlations are not statistically significant. In Study 3, we examined 13,943 correlations reported in 167 matrices in nonpublished manuscripts and found that 45.45% of those correlations are not statistically significant. In Study 4, we examined 20,860 correlations reported in 217 matrices in doctoral dissertations and found that 50.78% of those correlations are not statistically significant. In Study 5, we compared the average magnitude of a sample of 1,002 correlations from Study 1 (published articles) versus 1,224 from Study 4 (dissertations) and found that they were virtually identical (i.e., .2270 and .2279, respectively). In sum, our 5 studies provide consistent empirical evidence that the file drawer problem does not produce an inflation bias and does not pose a serious threat to the validity of meta‐analytically derived conclusions as is currently believed.

This chapter focuses on two elements of the boards of directors’ structure and the relationship of each, singly or in concert, to the intersection of ethics and finance. One of these is the composition of the board, specifically issues related to the independence of the board. A second aspect is the leadership structure of the board (duality). For this, the issue is the extent to which CEOs simultaneously serve as board chairpersons. The chapter examines collision of theories and a collapsing of application. The first issue is the extent to which the reliance on agency theory has compromised other enterprise theories. In the second, it provides a discussion of the extent to which finance, and corporate governance studies more generally, contribute to contemporary applications and practice. The chapter also considers the extent to which any of the prior elements currently inform the intersection of ethics and finance. board of directors; Chief executive officer; Corporate governance; leadership

Each year shareholders, via exercise of their proxy votes, have the opportunity to voice their support or displeasure with firms and director nominees. Examining over 2,000 Fortune 500 director nominees, we explore those indicators available to shareholders at the time of directors' (re)election to provide insight into shareholder discontent with director monitoring. By studying actual voting behaviors, we provide new perspective to understanding director elections as a governance process. Employing a multilevel approach, we find support for agency-theoretic relationships between several firm and director characteristics and shareholder opposition to directors seeking (re)election to the board. At the firm level, we find that CEO compensation level and board size are positively related to the withholding of shareholder votes in director elections, a behavior indicative of shareholder discontent. Complementing these findings, at the director level, we find that affiliated director status, tenure, and number of outside directorships are positively related, and director block ownership is negatively related to shareholder discontent with director monitoring.

The welfare costs of monopoly include the allocative distortions of tri-angle losses, rent-seeking costs, and higher production costs due to exacer-bation of agency problems. This paper introduces a new one: hold-up costs. A monopolist facing a retail market with free entry of retailers may find his sales hurt by too few retailers entering because they fear he will later raise the wholesale price and reduce their quasi-rents.

The authors provide two examples of contemporary and contentious issues related to the governance of publicly traded corporations—the composition of boards of directors and the choice of CEO or board chairperson leadership structures. In each case, despite voluminous empirical attention, there is virtually no evidence related to the financial performance of the firm with regard to either of these fundamental elements of firms’ governance structures. The authors suggest that these null results may be related to the inadequacy of analyses relied on to examine such issues, an inadequacy that might be constructively addressed by more attention to multi-level alternatives.

Continued attention in both the popular and academic press regarding negotiation and the related concepts of influence and persuasion is nothing short of astonishing. The topics on which we focus in this article, however, are rarely--if ever--vetted in such outlets. We venture, with some measure of caution, into the dark side of negotiation: those tactics that may be duplicitous, unethical, and unprincipled. Such tactics provide a quintessential moral hazard, as they are both brutally effective and rarely illegal. It is not our intent to provide a treatise on unsuitable behavior. Rather, our objective is to establish that no one need be victimized by such behaviors, as all of these tactics are avoidable. It is in this spirit that we provide some guidelines on self-defense in a negotiation context to avert and attenuate the consequences of these behaviors.