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AbstractResearch Question/IssueThis paper provides novel evidence on the dynamics of board meetings and the economic value of their decisions. We exploit a unique regulatory requirement of the Italian Stock Exchange that mandates the publication of board meeting minutes when the board votes on "price sensitive" matters to analyze detailed data about directors' participation, discussions, voting, and the dissemination of their decisions to the market.Research Findings/InsightsIn a large, multiyear sample of board meeting minutes, we show previously unavailable patterns of board meetings participation and discussion and highlight the moderating role of key governance mechanisms that shed novel light on the effectiveness of boards. Looking at the economic value of board meetings, we document significant delays in the diffusion of information in the market that may be indicative of information leakage.Theoretical/Academic ImplicationsWe contribute to the theoretical discussion about the role of boards. Our results are consistent with a supervisory approach model of boards where consensus is high and dissent is costly. However, they cast doubt on the efficacy of boards as a counterbalancing mechanism to the power of executives.Practitioner/Policy ImplicationsBoards have grown in size and become increasingly complex. This study documents the actual discussion, participation, and voting dynamics of board meetings and provides evidence on the diffusion of information to market participants, which is valuable in the design of efficient corporate governance mechanisms.

ABSTRACTManuscript Type: EmpiricalResearch Question/Issue: What determines venture capitalists influence on the governance of firms? How do venture capitalists shape the governance of their investees? Are venture capitalists governance practices consistent across countries? These important questions are under‐investigated in the extant literature. In this study, we shed light on the effects of venture capital investors on a large set of governance decisions and we discover the existence of striking cross‐country differences.Research Findings/Insights: We test our conjectures on a unique hand‐collected questionnaire‐based dataset of 164 companies in five countries and two regions (Europe and the US). Our empirical results show that there is a strong and positive relationship between VCs' funding and their influence on some factors like decisions on CEO hiring, executive compensation, board decisions and appointments. Employee incentives are also positively related to the proportion of VC funding. On the other hand, results show that the proportion of VC funding is only marginally significant in explaining VC influence on strategy direction and investment planning. Our analysis though, offers a remarkably different view after splitting data into European and American subsamples.Theoretical/Academic Implications: Our results provide a novel view of the functioning of the Venture Capital industry and its degree of pervasiveness in the management of portfolio companies. Adopting a unique dataset, we add new evidence on detailed governance decisions, thus supporting the idea that the incremental contribution of a professional investor to a new venture is largely exceeding the capital infusion only. Finally, we show that governance decisions exhibit significant country effects. This evidence supports the view that a global theory of corporate governance cannot rely on a single interpretation framework such as agency theory, but needs to be integrated with predictions from alternative views such institutional theory.Practitioner/Policy Implications: Corporate governance is the essential mechanism allowing proper management of financial and corporate resources by aligning incentives of employees and investors, thus enabling oversight and control on companies. Yet, corporate governance rules and mechanisms are costly and have different effectiveness across countries. Our results provide guidance to investors in selecting the appropriate set of governance provisions conditional on a set of investment‐specific factors.