July 15, 2010
So I've been away for a while with a research trip to India and then madly trying to finish a couple of papers related to the trip. Before I left, I blogged about some of Vice Chancellor Strine's comments during his lecture at Stanford's Rock Center for Corporate Governance. I think that some of Chancellor Strine's comments on the efficacy of independent directors should be a warning for those pushing for corporate governance reforms in other countries. I have written previously about the potential pitfalls of importing US-style corporate governance rules with respect to India. I've now posted another paper entitled "The Promise and Challenges of India's Corporate Governance Reforms" which addresses some of the recent reform efforts following the Satyam scandal and the continuing barriers for effective corporate governance. The paper is forthcoming in the inaugural issue of the Indian Journal of Law and Economics.
Recently, there has been some very interesting work on independent directors in India, particularly arising out of unprecedented independent director resignations following the Satyam scandal. The Indian corporate law blog has a very useful post about recent academic literature on corporate governance norms, including the value of independent directors, in India. For those interested in India, all of the papers are worth a careful read.
I think that while the independent director model has much to recommend, there are serious constraints to the model for the Indian context. There is a danger that simply pushing for independent directors will not fully address some important corporate governance concerns in India, particularly the pervasive influence of promoters and controlling stockholders. Others, in particular Umakanth Varottil, have also written on this issue. I highly recommend Umakanth's recent paper entitled "Evolution and Effectiveness of Independent Directors in Indian Corporate Governance" for anyone who is interested in corporate governance reforms around the globe.
I'll soon be posting more on other projects related to this trip to India, including a paper on outbound M&A by Indian firms. Stay tuned…
Cross-posted at M&A Law Prof Blog.