id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
cblr-12478	Hill, Claire; Nili, Yaron	Independence Reconceived	2024	86	.pdf	application/pdf	29296	1306	48	[Vol. 2023 there is evidence that having a majority of independent directors on a board of directors does not result in more effective monitoring.151 While a few studies have found a positive correlation, noting that director independence is linked to better financial performance or outcomes for shareholders when compared to companies with less director independence,152 other studies have found the opposite: director independence is negatively correlated with a company’s financial success.153 This negative correlation might reflect that a firm with more independent directors necessarily has fewer insider directors, and that insiders are best at other board functions, advising, providing institutional memory, and networking, such that what the firm gains in monitoring it more than loses in the value of the advice it now does not get.154 Relatedly, perhaps the firm gains in some independence & firm performance); Bhagat & Black, supra note 50, at 235 (“Furthermore, even if firms perform better on some tasks when they have a majority of independent directors, it is not clear that having a supermajority (substantially more than 50%) of independent directors will further improve board performance.”). No. 2] INDEPENDENCE RECONCEIVED 609 aspects of the requirements of the audit committee,88 the NYSE and NASDAQ stock exchanges amended their listing requirements to mandate that a majority of the members of the board of directors of listed companies be independent of management and that each member of the nominating committee be independent.89 The NYSE further implemented other changes, such as a “financial literacy” requirement of independent directors on the audit committee, regularly scheduled non-management director meetings, and the establishment of both a nominating and corporate governance committee, and a compensation committee, both comprised of solely independent directors.90 While no number of regularly scheduled non-management director meetings is required, NASDAQ expects such meetings will regularly occur at least twice a year.91 The SEC amended its disclosure rules to require the disclosure of: (1) whether each director nominee is independent of management, (2) whether there is any relationship between any director and management which could compromise director independence, and (3) the names of directors nominated to the audit, nomination and corporate governance, or compensation committees who are not independent.92 All of these post-Enron regulations and reforms significantly expanded the role and responsibility of independent directors.	cache/cblr-12478.pdf	txt/cblr-12478.txt