Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity

by Aaron A. Dhir

Overview

The lack of gender parity in the governance of business corporations has ignited a heated global debate leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. Drawing on semi-structured interviews with corporate board directors in Norway and documentary content analysis of corporate securities filings in the United States, Challenging Boardroom Homogeneity empirically investigates two distinct regulatory models designed to address diversity in the boardroom: quotas and disclosure. The author's study of the Norwegian quota model demonstrates the important role diversity can play in enhancing the quality of corporate governance, while also revealing the challenges diversity mandates pose. His analysis of the U.S. regime shows how a disclosure model has led corporations to establish a vocabulary of “diversity.” At the same time, the analysis highlights the downsides of affording firms too much discretion in defining that concept. This book deepens ongoing policy conversations and offers new insights into the role law can play in reshaping the gendered dynamics of corporate governance cultures.

Product Details

ISBN-13:	9781316612828
Publisher:	Cambridge University Press
Publication date:	06/23/2016
Edition description:	Reprint
Pages:	330
Product dimensions:	5.94(w) x 8.98(h) x 0.71(d)

About the Author

Aaron A. Dhir is Associate Professor of Law (with tenure) at Osgoode Hall Law School of York University, Toronto. He was the 2013–14 Canadian Bicentennial Visiting Professor of Law at Yale Law School, as well as a Global Justice Senior Fellow at the Yale MacMillan Center. Dhir has served as a Visiting Scholar at Harvard University, Massachusetts, the University of Oxford, and University College London. His scholarly interests center on corporate law, governance, theory, and accountability.

Table of Contents

1. Introduction: homogeneous corporate governance cultures; 2. Laying a foundation: why the board, why the statistics, and why diversification?; 3. Enter legal regulation: quota and disclosure-based approaches; 4. Norway's socio-legal journey: a qualitative study of boardroom diversity quotas; 5. Lessons from Norway: successes and limitations of the quota model; 6. Proxy disclosures under the US rule: a mixed-methods content analysis; 7. Contextualizing the content analysis results: norms, expressive law, and reform possibilities; 8. Conclusions: ongoing inquiry into quotas and disclosure regimes as regulatory models.

Editorial Reviews

'This is a crucial book on a crucial subject. Dhir brings new insights to bear on critical questions involving diversity on boards in the United States and Europe. His cutting edge research reminds us why we care about issues of inclusion and revises our understandings about how to achieve it.' Deborah L. Rhode, Director, Center on the Legal Profession, and E. W. McFarland Professor of Law, Stanford University

'How many women and men sit on corporate boards and why does it matter? Aaron Dhir's ambitious book analyzes the role corporations play in shaping expectations of equal treatment and how, from quotas in Norway to disclosure obligations in the United States, law can and has intervened. The bottom line is that this volume should be read by everyone interested in understanding the wave of policies around the world addressing equal opportunities in the workplace.' Judith Resnik, Arthur Liman Professor of Law, Yale Law School

'Aaron Dhir asks whether corporate board gender diversity is a good idea and how to achieve it, contrasting Norway, the first of five European countries to mandate diversity, with the United States, which has since 2009 required disclosure of board diversity efforts. In Norway, board members show broad support for the mandate, arguing that women have brought more rigorous debate, monitoring, and risk assessment to boards. Moreover the mandate increased board diversity significantly. The US disclosure law has done little to increase gender diversity, making it hard to assess diversity's effects. As more than half a dozen countries consider following Norway's path, Dhir's path-breaking study provides important lessons by deftly combining theory and research tools from psychology, sociology, and legal studies.' Frank Dobbin, Harvard University

'Examining the two most prevalent approaches to increasing gender diversity on corporate boards today - quotas and disclosure - Aaron Dhir convincingly argues that quota-induced diversity has improved the work of boards and firm governance in Norway, the first country to introduce legally mandated gender representation on its boards, but that disclosure rules, such as, e.g., adopted by the Securities and Exchange Commission in the United States, have done little to promote gender diversity on corporate boards. Dhir suggests that the impact of disclosure requirements could be strengthened by defining diversity more precisely, including identity-based diversity, and by adopting the comply-or-explain model used in the United Kingdom and much of the European Union. I highly recommend this comprehensive book to everyone interested in improving not only how our corporate boards look but also how they function.' Iris Bohnet, John F. Kennedy School of Government, Harvard University

'Challenging Boardroom Homogeneity is an almost perfect balance of theoretical and practical discourse … a book of extraordinary depth and breadth … almost encyclopedic in its thoroughness … [Dhir] has produced a page turner … The power of Dhir’s work comes from his rare access to board members whose analyses are especially salient as corporate power increases around the world.' Cheryl L. Wade, Osgoode Hall Law Journal

'… brilliant and thorough … powerful … refreshing … [and] thoughtful … the book provides a common language to explain the phenomenon of why diversity, as an initiative, is even necessary in the first place.' Anne Tucker, Business Law Professors' Blog (www.lawprofessors.typepad.com)

'Aaron Dhir’s book … provides essential insights that significantly enhance our understanding … an exceptional contribution …' Amanda K. Packel, Stanford Journal of Law, Business and Finance

'One does not have to be an expert in corporate governance to be aware of the all-too-common lack of gender parity that exists in corporate leadership … Also not surprising is the fact that policymakers have long wrestled with this issue - both in terms of possible solutions and why it continues to persist. In Challenging Boardroom Homogeneity, Professor Aaron Dhir takes an empirical approach to this inquiry and examines two different regulatory models aimed at addressing this issue - the Norwegian 'quota' model and the American 'disclosure' model …Through his analysis, Dhir demonstrates the profound effects that legal regimes can have on boardroom gender dynamics and the amount of work that remains to be done.' The Harvard Law Review

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