Im. Millstein et Pw. Macavoy, THE ACTIVE BOARD-OF-DIRECTORS AND PERFORMANCE OF THE LARGE PUBLICLY TRADED CORPORATION, Columbia law review, 98(5), 1998, pp. 1283-1321
Observation and reasonable assumptions lead the authors to the working
hypothesis that a professional board-a board that is active and indep
endent of management-should be associated with higher returns to inves
tors. The authors test their hypothesis through an economic analysis o
f potential returns to investors defined as ''economic profit''-operat
ing earnings in excess of the costs of capital-and the authors' judgme
nt as to the presence or absence of a professional board in a sample o
f 154 large publicly traded domestic corporations. The data analysis f
rom 1991-1995 demonstrates that there have been significant increases
in ''economic profit'' where a professional board was present. Althoug
h the results do not prove causation, corporations with active and ind
ependent boards appear to have performed much better in the 1990s than
those with passive, non-independent boards.