1. In this contribution we speak of ‘the board’, largely for simplicity reasons–knowing that some countries use a two-tier board system. In these two-tier jurisdictions, we would refer to the supervisory board.
2. See recent empirical contributions, for example, R. Adams, ‘Governance and the Financial Crisis’, 12 International Review of Finance (2012) p. 7; A. Beltratti and R. Stulz, ‘The Credit Crisis Around the Globe: Why Did Some Banks Perform Better?’, 105 Journal of Financial Economics (2012) p. 1; D. Erkens, M. Hung and P. Matos, ‘Corporate Governance in the 2007–2008 Financial Crisis: Evidence from Financial Institutions Worldwide’, 18 Journal of Corporate Finance (2012) p. 389.
3. E.M. Fogel and A.M. Geier, ‘Strangers in the House: Rethinking Sarbanes-Oxley and the Independent Board of Directors’, 32 Delaware Journal of Corporate Law (2007) p. 33; K.J. Hopt, ‘Comparative Corporate Governance: The State of the Art and International Regulation’, 59 American Journal of Comparative Law (2011) p. 1, at p. 25.
4. Numerous publications on this subject have already been published. See, for example, S. Bainbridge, Corporate Governance After the Financial Crisis (Oxford, OUP 2012); C. Mayer, Firm Commitment: Why the Corporation Is Failing Us and How to Restore Trust in It (Oxford, OUP 2013); OECD, Corporate Governance and the Financial Crisis: Key Findings and Main Messages (June 2009).
5. The iconic American investor Carl Icahn claims that the financial crisis was caused by the failure of a ‘significant set of checks and balances–ultimately ending with the boards of directors’. See C. Icahn, ‘Corporate Boards That Do Their Job’, Washington Post, 16 February 2009, A 15.