Elective corporate governance: Does board choice matter?

Recent literature discusses how "menu laws" allow corporations to opt into one of multiple competing statutory regimes. This paper contributes to this literature by presenting original empirical research on the choice between corporate board models. Today, many countries not only allow modifications of a particular board structure, but they provide separate legal templates, giving firms a choice between a one-tier and a two-tier board model (and sometimes a third hybrid model). However, how companies actually use these rules is largely underexplored. Based on data from 14 European countries that permit a choice between two models, this paper examines the use of this form of "elective corporate governance" at the firm level: what types of firms make use of which model and whether this choice can be associated with specific financial measures such as operating revenue, cash ratio and leverage.