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Ownership concentration, monitoring, and optimal board structure

Author

Listed:
  • Clara Graziano

    (University of Udine)

  • Annalisa Luporini

    (University of Florence)

Abstract

We analyze the choice between a one-tier and a two-tier board structure in a firm with a large shareholder sitting on the board. The board has two tasks: project selection and monitoring the ability of the manager. In a one-tier structure, the sole board performs all tasks. In a two-tier structure, the management board is in charge of project selection and the supervisory board is in charge of monitoring. We show that such a two-tier structure can limit interference from the large shareholder and provide the manager with the incentive to exert effort to become informed on investment projects without reducing the large shareholder's incentive for monitoring. This results in higher expected profits. If the increase in profits is high enough, the large shareholder prefers a two-tier board even if this implies that the manager selects his own preferred project.

Suggested Citation

  • Clara Graziano & Annalisa Luporini, 2012. "Ownership concentration, monitoring, and optimal board structure," Economics Bulletin, AccessEcon, vol. 32(4), pages 3333-3346.
    • Handle: RePEc:ebl:ecbull:eb-12-00718
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    References listed on IDEAS

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    Cited by:

    1. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    2. repec:dau:papers:123456789/12816 is not listed on IDEAS
    3. Belot, François & Ginglinger, Edith & Slovin, Myron B. & Sushka, Marie E., 2014. "Freedom of choice between unitary and two-tier boards: An empirical analysis," Journal of Financial Economics, Elsevier, vol. 112(3), pages 364-385.
    4. Kai Konrad & Stergios Skaperdas, 2012. "The market for protection and the origin of the state," Economic Theory, Springer;Society for the Advancement of Economic Theory (SAET), vol. 50(2), pages 417-443, June.
    5. Eduard Alonso‐Paulí, 2022. "Incentives versus monitoring within the firm: Understanding Codes of Corporate Governance," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 43(3), pages 813-828, April.
    6. Kathrin Johansen & Saskia Laser & Doris Neuberger & Ettore Andreani, 2017. "Inside or outside control of banks? Evidence from the composition of supervisory boards," European Journal of Law and Economics, Springer, vol. 43(1), pages 31-58, February.
    7. Barrédy, Céline, 2023. "The paradox between monitoring and entrenchment in a two-tier family business: The contribution of the external commitment theory," Journal of Business Research, Elsevier, vol. 155(PB).
    8. Andreani, Ettore & Dummann, Kathrin & Neuberger, Doris, 2009. "Composition of supervisory boards in Germany: Inside or outside control of banks?," Thuenen-Series of Applied Economic Theory 103, University of Rostock, Institute of Economics.
    9. Forcillo, Donato, 2017. "Codetermination: the Necessary Presence of Workers on the Board. A Mathematical Model," MPRA Paper 81935, University Library of Munich, Germany.

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    More about this item

    Keywords

    Board of directors; Dual board; Corporate Governance; Monitoring;
    All these keywords.

    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance
    • L2 - Industrial Organization - - Firm Objectives, Organization, and Behavior

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