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Title:Voting in corporate boards with heterogeneous preferences PDF Logo
Authors:Balduzzi, Paolo
Graziano, Clara
Luporini, Annalisa
Issue Date:2011
Series/Report no.:CESifo working paper: Industrial Organisation 3332
Abstract:We analyze the voting behavior of a board of directors that has to approve (or reject) an investment proposal with uncertain return. We consider three types of directors: insiders, who are biased toward acceptance of the project, independent outsiders who want to maximize the firm's profit and independent outsiders who care about their reputation. We show that the presence of members with heterogeneous preferences can be beneficial and that the partisan behavior of insiders can be used as a sort of coordinating device by uninformed outsiders. Provided that the size of the board is optimal, there is no gain from increasing the number of outsiders above the strict majority despite the fact that each outsider is informed with positive probability. Substituting profit-maximizing directors with directors concerned about their reputation is not an obstacle to profit maximization provided that an appropriate sequential voting protocol is followed. We also show that a proper board composition makes communication between directors irrelevant in the sense that the same outcome is obtained with and without communication. Finally, as information is costly, our model provides some suggestions on the optimal size of boards.
Subjects:board of directors
voting
corporate governance
JEL:G30
D71
Document Type:Working Paper
Appears in Collections:CESifo Working Papers, CESifo Group Munich

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