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2 - Rediscovering Board Expertise: Legal Implications of the Empirical Literature

Published online by Cambridge University Press:  04 August 2010

By
Lawrence A. Cunningham
Edited by
F. Scott Kieff  and
Troy A. Paredes
F. Scott Kieff
Affiliation:
George Washington University, Washington DC
Troy A. Paredes
Affiliation:
Washington University, St Louis
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Summary

People are rediscovering the value of expertise on corporate boards of directors. The rediscovery occurs after several decades of celebrating independent directors under the guise of the monitoring model of boards. While independence remains fashionable, and the Sarbanes-Oxley Act of 2002 (SOX) continues its long-standing promotion, SOX also requires companies to disclose whether their boards have expertise on the board audit committee and, if not, why not. This hastens an inchoate ten-year trend favoring expertise. The value of expertise is supported by theory and empirical research. Accidents of political history appear to explain its subordination, until recently, to independence.

As a matter of theory, board expertise harmonizes with basic division of labor principles, yet little attention is paid to the specific expertise that directors offer. The most prominent model of director expertise, developed during the rise of the monitoring board, envisioned an expertise in “decision control.” But this views boards as monoliths and hides the significance of individuals in group decision making. Accompanying the rise of the monitoring board and its privileged place for independence was the rise of the board committee, especially the audit committee. Although committees have designated functions, until recently, the focus has been on member independence rather than expertise benefiting from division of labor.

As an empirical matter, the value of expertise is supported by a large body of research. Most strikingly, research shows that accounting expertise is valuable in promoting audit committee effectiveness, while general financial and other expertise contribute less value.

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Perspectives on Corporate Governance , pp. 62 - 95
Publisher: Cambridge University Press
Print publication year: 2010

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References

Fama, Eugene F. & Jensen, Michael C., Separation of Ownership and Control, 26 J.L. & Econ.301, 315 (1983)CrossRefGoogle Scholar
Allen, William T., Our Schizophrenic Conception of the Business Corporation, 14 Cardozo L. Rev.261 (1992)Google Scholar
Berle, Adolph A., Corporate Powers as Powers in Trust, 44 Harv. L. Rev.1049 (1931)CrossRefGoogle Scholar
Berle, Adolph A., For Whom Corporate Managers Are Trustees: A Note, 45 Harv. L. Rev1365 (1932)CrossRefGoogle Scholar
Dodd, E. Merrick., For Whom Are Corporate Managers Trustees?, 45 Harv. L. Rev.1145 (1932)CrossRefGoogle Scholar
Dodd, E. Merrick., Is Effective Enforcement of the Fiduciary Duties of Corporate Managers Practicable?, 2 U. Chi. L. Rev.194 (1935)CrossRefGoogle Scholar
Mathews, Arthur F., Recent Trends in SEC Requested Ancillary Relief in SEC Level Injunctive Actions, 31 Bus. Law.1323 (1976)Google Scholar
Solomon, Lewis D., Restructuring the Corporate Board of Directors: Fond Hope, Faint Promise?, 76 Mich. L. Rev.581 (1978)CrossRefGoogle Scholar
Douglas, William O., Directors Who Do Not Direct, 47 Harv. L. Rev.1305 (1934)CrossRefGoogle Scholar
Mace, Myles L., Directors: Myth and Reality – Ten Years Later, 32 Rutgers L. Rev.293 (1979)Google Scholar
Bhagat, Sanjai & Black, Bernard, The Non-Correlation Between Board Independence and Long-Term Firm Performance, 27 J. Corp. L.231 (2002)Google Scholar
Bhagat, Sanjai & Black, Bernard, The Uncertain Relationship Between Board Composition and Firm Performance, 54 Bus. Law.921 (1999)Google Scholar
,ABA Comm. on Corporate Laws, Corporate Director's Guidebook, 33 Bus. Law.1591, 1619–20 (1978)Google Scholar
,Business Roundtable, Statement, The Role and Composition of the Board of Directors of the Large Publicly Owned Corporation, 33 Bus. Law.2083, 2108–10 (1978)Google Scholar
Taub, Stephen, Audit Committees Embracing Accountants, CFO Mag., Sept. 20, 2007
Beasley, Mark S., An Empirical Analysis of the Relation Between the Board of Director Composition and Financial Statement Fraud, 71 Acct. Rev.443, 455 (1996)Google Scholar
Beasley, Mark S.., Fraudulent Financial Reporting: Consideration of Industry Traits and Corporate Governance Mechanisms, 14 Acct. Horizons441, 452 (2000)CrossRefGoogle Scholar
Uzun, Hatice., Board Composition and Corporate Fraud, Fin. Analysts J., May-June 2004, at 33CrossRefGoogle Scholar
Dechow, Patricia M.., Causes and Consequences of Earnings Manipulation: An Analysis of Firms Subject to Enforcement Actions by the SEC, 13 Contemp. Acct. Res.1, 21 (1996)CrossRefGoogle Scholar
Wright, David W., Evidence on the Relation Between Corporate Governance Characteristics and the Quality of Financial Reporting (Stephen M. Ross Sch. of Business at the Univ. of Mich., Working Paper, 1996)Google Scholar
Helland, Eric & Sykuta, Michael E., Who's Monitoring the Monitor? Do Outside Directors Protect Shareholders' Interests?, 40 Fin. Rev.155, 171 (2005)CrossRefGoogle Scholar
Klein, April, Audit Committee, Board of Director Characteristics, and Earnings Management, 33 J. Acct. & Econ.375, 387 (2002)CrossRefGoogle Scholar
McVay, Sarah E.., Trading Incentives to Meet the Analyst Forecast, 11 Rev. Acct. Stud.575, 575 (2006)CrossRefGoogle Scholar
Cohen, Jeffrey., The Corporate Governance Mosaic and Financial Reporting Quality, 23 J. Acct. Lit.87, 99–102 (2004)Google Scholar
DeZoort, Todd, An Investigation of Audit Committees' Oversight Responsibilities, 33 Abacus208 (1997)CrossRefGoogle Scholar
McMullen, Dorothy A. & Raghunandan, Kannan, Enhancing Audit Committee Effectiveness, J. Accountancy182 (1996)Google Scholar
Raghunandan, Kannan., Audit Committee Composition, “Gray Directors,” and Interaction with Internal Auditing, 15 Acct. Horizons105 (2001)CrossRefGoogle Scholar
Raghunandan, F. Kannan & Read, William J., The State of Audit Committees, 191 J. Accountancy57 (2001)Google Scholar
Scarpati, Stephen A., CPAs as Audit Committee Members, 196 J. Accountancy32 (2003)Google Scholar
Bull, I. & Sharp, Florence C., Advising Clients on Treadway Audit Committee Recommendations, 167 J. Accountancy46 (1989)Google Scholar
McDaniel, Linda S.., Evaluating Financial Reporting Quality: The Effects of Financial Expertise vs. Financial Literacy, 77 Acct. Rev.139 (Supp. 2002)CrossRefGoogle Scholar
Kalbers, Lawrence P. & Fogarty, Timothy J., Audit Committee Effectiveness: An Empirical Investigation of the Contribution of Power, 12 Auditing: J. Prac. & Theory24 (1993)Google Scholar
Prentice, Robert A., Sarbanes-Oxley: The Evidence Regarding Section 404, 29 Cardozo L. Rev. (2007)Google Scholar
McMullen, Dorothy A. & Raghunandan, Kannan, Enhancing Audit Committee Effectiveness, 182 J. Accountancy79 (1996)Google Scholar
Xie, Biao., Earnings Management and Corporate Governance: The Role of the Board and the Audit Committee, 9 J. Corp. Fin.295 (2003)CrossRefGoogle Scholar
Agrawal, Anup & Chadha, Sahiba, Corporate Governance and Accounting Scandals, 48 J. L. & Econ.371 (2005)CrossRefGoogle Scholar
Abbott, Lawrence J.., Audit Committee Characteristics and Restatements, 23 Auditing: J. Prac. Theory69 (2004)CrossRefGoogle Scholar
Dhaliwal, Dan et al., The Association Between Audit Committee Accounting Expertise, Corporate Governance and Accruals Quality: An Empirical Analysis (Working Paper, 2006)
Carcello, Joseph V. et al., Audit Committee Financial Expertise, Competing Corporate Governance Mechanisms, and Earnings Management (Working Paper, 2006)
Bedard, Jean., The Effect of Audit Committee Expertise, Independence and Activity on Aggressive Earnings Management, 23 Auditing: J. Prac. & Theory13 (2004)CrossRefGoogle Scholar
Abbott, Lawrence J. et al., Audit Committee Characteristics and Financial Misstatement: A Study of the Efficacy of Certain Blue Ribbon Committee Recommendations (Working Paper, 2002)
Carcello, Joseph V. & Neal, Terry L., Audit Committee Characteristics and Auditor Dismissals Following “New” Going Concern Reports, 78 Acct. Rev.95 (2003)CrossRefGoogle Scholar
Anderson, Robert C.., Board Characteristics, Accounting Report Integrity and the Cost of Debt, 37 J. Acct. & Econ.315 (2004)CrossRefGoogle Scholar
Bratton, William W.., Enron and the Dark Side of Shareholder Value, 76 Tul. L. Rev.1275, 1333–38 (2002)Google Scholar
Healy, Paul M. & Palepu, Krishna G., Governance and Intermediation Problems in Capital Markets: Evidence from the Fall of Enron (Harvard NOM Working Paper No. 02–27, 2002)
Beecher-Monas, Erica, Corporate Governance in the Wake of Enron: An Examination of the Audit Committee Solution to Corporate Fraud, 55 Admin. L. Rev.357 (2003)Google Scholar
Dooley, Michael P., Two Models of Corporate Governance, 47 Bus. Law.461 (1992)Google Scholar
Eisenberg, Melvin A., The Board of Directors and Internal Control, 19 Cardozo L. Rev.237 (1997)Google Scholar
Eisenberg, Melvin A., Corporate Law and Social Norms, 99 Colum. L. Rev.1253 (1999)CrossRefGoogle Scholar
Rock, Edward B., Saints and Sinners: How Does Delaware Corporate Law Work?, 44 UCLA L. Rev.1009 (1997)Google Scholar
Skeel, David A.., Shaming in Corporate Law, 149 U. Pa. L. Rev.1811 (2001)CrossRefGoogle Scholar
Graham, John R.., The Economic Implications of Corporate Financial Reporting, 40 J. Acct. & Econ.3 (2005)CrossRefGoogle Scholar
Graham, John R. et al., Value Destruction and Financial Reporting Decisions (Working Paper 2006)
Sale, Hillary A., Independent Directors as Securities Monitors, 61 Bus. Law.1375 (2006)Google Scholar
Cohen, Daniel A. et al., Trends in Earnings Management in the Pre- and Post-Sarbanes Oxley Periods (Working Paper, 2005)
Beatty, Anne et al., Conservatism and Debt (Working Paper, 2006)
Langevoort, Donald C., The Social Construction of Sarbanes-Oxley, 105 Mich. L. Rev1817, 1839 (2007)Google Scholar
Arya, Anil., Are Unmanaged Earnings Always Better for Shareholders?, 17 Acct. Horizons111 (Supp. 2003)CrossRefGoogle Scholar
Bratton, William W., Shareholder Value and Auditor Independence, 53 Duke L.J.439, 477 (2003)Google Scholar
Ball, Raymond J. et al., Is Accounting Conservatism Due to Debt or Equity Markets? An International Test of “Contracting” and “Value Relevance” Theories of Accounting (Working Paper, 2005)
Siegel, Stanley, The Coming Revolution in Accounting: The Emergence of Fair Value as the Fundamental Principle of GAAP, 42 Wayne L. Rev.1839 (1996)Google Scholar
Watts, Roy L., Conservatism in Accounting Part I: Explanations and Implications, 17 Acct. Horizons207 (2003)CrossRefGoogle Scholar
Watts, Roy L., Conservatism in Accounting Part II: Evidence and Research Opportunities, 17 Acct. Horizons287 (2003)CrossRefGoogle Scholar
Watts, Roy L., A Proposal for Research on Conservatism (Working Paper, 1993)
Kripke, Homer, The SEC, the Accountants, Some Myths and Some Realities, 45 N.Y.U. L. Rev.1151, 1188–91 (1970)Google Scholar
Stout, Lynn A., The Investor Confidence Game, 68 Brook. L. Rev.407, 433–34 n.71 (2002)Google Scholar
Eisenberg, Melvin A., Legal Models of Management Structure in the Modern Corporation: Officers, Directors, and Accountants, 63 Cal. L. Rev.375, 417–19, 424–30 (1975)CrossRefGoogle Scholar
Kahn, Faith Stevelman, Transparency and Accountability: Rethinking Corporate Fiduciary Law's Relevance to Corporate Disclosure, 34 Ga. L. Rev.505, 507–18 (2000)Google Scholar
Dalton, Dan R., Number of Directors and Financial Performance: A Meta-Analysis, 42 Acad. Mgmt. J.674, 676 (1999)Google Scholar
Raheja, Charu G., Determinants of Board Size and Composition: A Theory of Corporate Boards, 40 J. Fin. & Quant. Analy.283 (2005)CrossRefGoogle Scholar
Eisenberg, Melvin A., The Duty of Good Faith in Corporate Law, 31 Del. J. Corp. L.1 (2005)Google Scholar

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