Welcome to the first week of the Fourth Annual Conglomerate Junior Scholars Workshop!  We don't have lanyards, gimme bags or hard candies, but our registration fee can't be beat.

Our first workshop author is Brian Broughman, a Ph.D. candidate at the University of California -- Berkeley Department of Jurisprudence and Social Policy.  A former securities attorney, Brian focuses his research to date on the role of venture capital and its effect on corporate governance mechanisms.  Brian's paper today is The Role of Independent Directors in VC-Backed Firms:

This paper seeks to explain the widespread use of independent directors in the governance of VC-backed firms, and in particular their use as "tie-breakers" on the boards of these firms. I show that allocating a tie-breaking vote to an unbiased "arbiter" can reduce the opportunism that would result if either the VCs or the entrepreneur were to control the board. Consistent with my theory, data from Silicon Valley startups illustrate several mechanisms entrepreneurs and VCs use to select an unbiased independent director. I conclude by considering implications for corporate law and fiduciary obligations in VC-backed firms.

Today's expert commentary will be provided by William Carney, Gordon Smith, and my own wonderful colleagues Larry Ribstein and Tom Ulen. Each of our commentators remarks will appear below this post. Readers are invited and encouraged to add their comments to this post. Happy reading!

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