Endnotes

1. Ralph Nader, Mark Green, and Joel Seligman, Taming the Corporate Giant (New York: W. W. Norton & Company, 1976), p. 95.

2. Katrina Brooker, "Trouble in the Boardroom," Fortune , May 13, 2002, pp. 113 “116.

3. Ibid.

4. These statistics are based on averages reported in the 28th Annual Board of Directors Study, Korn/Ferry International, 2001, http://www.kornferry.com/Library/Process.asp?P=PUB_001.

5. For example, the Delaware General Corporate Law 141.

6. Nasser Arshadi and Thomas H. Eyssell, The Law and Finance of Corporate Insider Trading (New York: Kluwer Academic Publishers, 1993), p. 7.

7. "M&A Activity Report," Mergerstat, LP, November 2002, www.mergerstat.com/new/free_reports_m_and_a_activity.asp.

8. 28th Annual Board of Directors Study, Korn/Ferry International, 2001, http://www.kornferry.com/Library/Process.asp?P=PUB_001.

9. Korn Ferry International recommendations, www.kornferry.com.

10. Ralph Nader, Mark Green, and Joel Seligman, Taming the Corporate Giant (New York: W. W. Norton & Company, 1976).

11. 28th Annual Board of Directors Study, Korn/Ferry International, 2001, http://www.kornferry.com/Library/Process.asp?P=PUB_001.

12. This quote is found in Robert Monk and Nell Minow, Power and Accountability , 2001, http://www.thecorporatelibrary.com/power/.

13. 28th Annual Board of Directors Study, Korn/Ferry International, 2001, http://www.kornferry.com/Library/Process.asp?P=PUB_001.

14. Ibid.

15. John A. Byrne, "The Best and Worst Boards," BusinessWeek , December 8, 1997, pp. 90 “98.

16. Bruce Orwall, "Disney Board Braces for Impact of New Independence Rules," Wall Street Journal , August 12, 2002, p. B1.

17. John A. Byrne, "The Best and Worst Boards," BusinessWeek , December 8, 1997, pp. 90 “98.

18. Ibid.

19. John A. Byrne, "Directors in the Hot Seat," BusinessWeek , December 8, 1997, pp. 100 “104.

20. Ibid.

21. John A. Byrne, "The Best and Worst Boards," BusinessWeek , December 8, 1997, pp. 90 “98.

22. John A. Byrne, "The Best and Worst Corporate Boards," BusinessWeek , January 24, 2000, pp. 142 “152.

23. Jerold B. Warner, Ross L.Watts, and Karen H. Wruck, "Stock Prices and Top Management Changes," Journal of Financial Economics 20 (1989): 461 “492; Michael S. Weisback, "Outside Directors and CEO Turnover," Journal of Financial Economics 20 (1988): 431 “460; Kenneth A. Borokhovich, Robert Parrino, and Teresa Trapani, "Outside Directors and CEO Selection," Journal of Financial and Quantitative Analysis 31, no. 3 (1996): 337 “355; and Kathleen A. Farrell and David A. Whidbee, "The Consequences of Forced CEO Succession for Outside Directors," Journal of Business 73, no. 4 (2000): 597 “627.

24. Kathy Farrell and David Whidbee, "The Consequences of Forced CEO Succession for Outside Directors," Journal of Business 73 (2000): 597 “627.

25. John A. Byrne, "Directors in the Hot Seat," BusinessWeek , December 8, 1997, pp. 100 “104.

26. John A. Byrne, "The Best and Worst Boards," BusinessWeek , November 25, 1996, pp. 82 “91.

27. James R. Booth and Daniel N. Deli, "On Executives of Financial Institutions as Outside Directors," Journal of Corporate Finance 5, no. 3 (1999): 227 “250.

28. Jeff Huther, "An Empirical Test of the Effect of Board Size on Firm Efficiency," Economics Letters 54, no. 3 (1996): 259 “264; David Yermack, "Higher Market Valuation of Companies with a Small Board of Directors," Journal of Financial Economics 40, no. 2 (1996): 185 “211.

29. "Tyco Cancels Vote on Expanding Board," Reuters Business Report , August 6, 2002, 9:32 a.m.

30. "The Role of the Board of Directors in Enron's Collapse," U.S. Senate Report 107 “70, July 8, 2002.

31. Ibid.

32. John Byrne, "Commentary: No Excuses for Enron's Board," BusinessWeek , July 29, 2002, p. 50.

33. Pete Yost, "Enron Board Knew of Financial Abuses, Senate Report Says," Seattle Times , July 7, 2002, p. A14.