{"title":"Board bias, information, and investment efficiency","authors":"Martin Gregor, Beatrice Michaeli","doi":"10.1007/s11142-024-09853-5","DOIUrl":null,"url":null,"abstract":"<p>We identify a novel force behind the benefit of misaligned preferences in corporate governance. Our model entails a CEO who encounters a project and, after gathering information, decides whether to seek the approval of a corporate board. The CEO may be able to choose the properties of the collected information—this may happen if the project is “novel,” i.e., explores a new technology, business concept, or market and directors are less knowledgeable about it. We find that only sufficiently conservative and expansion-cautious directors can discipline the CEO’s empire-building tendency and opportunistic information collection. Such directors, however, underinvest in projects that are not novel. The board that maximizes firm value is either conservative or neutral (has interests aligned with the shareholders) and always overinvests in innovations. Boards with greater expertise are more likely to be conservative, but their bias is less severe. The board’s commitment power and bias are substitutes.</p>","PeriodicalId":48120,"journal":{"name":"Review of Accounting Studies","volume":"80 1","pages":""},"PeriodicalIF":4.8000,"publicationDate":"2024-08-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":null,"platform":"Semanticscholar","paperid":null,"PeriodicalName":"Review of Accounting Studies","FirstCategoryId":"91","ListUrlMain":"https://doi.org/10.1007/s11142-024-09853-5","RegionNum":3,"RegionCategory":"管理学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"Q1","JCRName":"BUSINESS, FINANCE","Score":null,"Total":0}
引用次数: 0
Abstract
We identify a novel force behind the benefit of misaligned preferences in corporate governance. Our model entails a CEO who encounters a project and, after gathering information, decides whether to seek the approval of a corporate board. The CEO may be able to choose the properties of the collected information—this may happen if the project is “novel,” i.e., explores a new technology, business concept, or market and directors are less knowledgeable about it. We find that only sufficiently conservative and expansion-cautious directors can discipline the CEO’s empire-building tendency and opportunistic information collection. Such directors, however, underinvest in projects that are not novel. The board that maximizes firm value is either conservative or neutral (has interests aligned with the shareholders) and always overinvests in innovations. Boards with greater expertise are more likely to be conservative, but their bias is less severe. The board’s commitment power and bias are substitutes.
期刊介绍：
Review of Accounting Studies provides an outlet for significant academic research in accounting including theoretical, empirical, and experimental work. The journal is committed to the principle that distinctive scholarship is rigorous. While the editors encourage all forms of research, it must contribute to the discipline of accounting. The Review of Accounting Studies is committed to prompt turnaround on the manuscripts it receives. For the majority of manuscripts the journal will make an accept-reject decision on the first round. Authors will be provided the opportunity to revise accepted manuscripts in response to reviewer and editor comments; however, discretion over such manuscripts resides principally with the authors. An editorial revise and resubmit decision is reserved for new submissions which are not acceptable in their current version, but for which the editor sees a clear path of changes which would make the manuscript publishable. Officially cited as: Rev Account Stud
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