Boardroom Policy: Towards a More Rigorous Evaluation of the Rules Governing Corporate Boards

The legal rules governing boards of directors of public companies are a hotly-contested policy issue in Switzerland and elsewhere. Any policy proposition concerning board governance is based on certain factual assumptions on how boards, managers or shareholders behave. Economists, management scholars, and legal scholars have formulated, explored and tested many of these assumptions. Drawing policy conclusions from these materials, however, is difficult for a variety of reasons, which are underanalyzed in the legal literature.

In this project, I propose to take stock of the difficulties that policy-oriented research on board governance is confronted with, and to develop a framework that guides policy-oriented researchers in the process of evaluating legal rules on corporate boards and helps them avoid the pitfalls that this endeavor presents. Subsequently, I plan to apply my insights to select legal issues concerning board governance that arise under Swiss law.