misguided. However, if the purpose of board independence is to discipline management of poorly performing firms, then board
independence has merit. Finally, even though the GIM and BCF good governance indices are positively related to future operating
performance, policy makers and corporate boards should be cautious in their emphasis on the components of these indices since
this might exacerbate the problem of entrenched management, especially in those situations where management should be
disciplined, that is, in poorly performing firms.
Acknowledgments
We thank Lucian Bebchuk, Marc Goergen, Paul Gompers and seminar participants at Cornell University, Dartmouth College
(Tuck), European Financial Management Symposium (Bocconi University), NewYork University, Northwestern University, Stanford
University, UCLA, University of Chicago, University of Rochester, the University of Sheffield — ECGI Symposium on Contractual
Corporate Governance, and Yale University for helpful comments on a previous draft of this paper.