Beyond Beholden

Corporate law has long been concerned with director independence. In controlled companies, the conventional wisdom focuses on beholdenness as the main threat to independence. The prevailing theory argues that directors might feel pressured to reciprocate a past kindness from the controlling shareholder or fear retaliation. This Article argues that this conventional narrative is troublingly incomplete. I show that directors are also influenced by the prospect of rewards, or patronage, from the controller. This Article is the first to identify controlling shareholder patronage as a systemic phenomenon and to explore how anticipation of future patronage can affect director behavior. It presents an original empirical study on professional relationships between directors who are nominally independent and the controlling shareholders of their firms. My findings reveal that these relationships are far more pervasive than is usually recognized In fact, some controlling shareholders regularly re-appoint cooperative independent directors to senior positions and directorships at other firms under their control. From a director\u27s perspective, this pattern of behavior means that the potential upside of getting along with the controlling shareholder is significant. I further demonstrate that the likelihood of patronage from the controlling shareholder depends on two factors: the controlling shareholder\u27s base of controlled entities and the concentration of its decision-making authority. Together, these factors provide an analytic framework for assessing which controllers have greater potential to create conflicts of interest. Disaggregating controlling shareholders in this way opens up opportunities and new challenges for how we define independence, analyze decisions made by putatively independent directors, and judge the utility of independent directors as a safeguard against controller opportunism

On Adaptive-Gain Control of Replicator Dynamics in Population Games

Controlling evolutionary game-theoretic dynamics is a problem of paramount importance for the systems and control community, with several applications spanning from social science to engineering. Here, we study a population of individuals who play a generic 2-action matrix game, and whose actions evolve according to a replicator equation —a nonlinear ordinary differential equation that captures salient features of the collective behavior of the population. Our objective is to steer such a population to a specified equilibrium that represents a desired collective behavior —e.g., to promote cooperation in the prisoner's dilemma. To this aim, we devise an adaptive-gain controller, which regulates the system dynamics by adaptively changing the entries of the payoff matrix of the game. The adaptive-gain controller is tailored according to distinctive features of the game, and conditions to guarantee global convergence to the desired equilibrium are established

On Adaptive-Gain Control of Replicator Dynamics in Population Games

Controlling evolutionary game-theoretic dynamics is a problem of paramount importance for the systems and control community, with several applications spanning from social science to engineering. Here, we study a population of individuals who play a generic 2-action matrix game, and whose actions evolve according to a replicator equation -- a nonlinear ordinary differential equation that captures salient features of the collective behavior of the population. Our objective is to steer such a population to a specified equilibrium that represents a desired collective behavior -- e.g., to promote cooperation in the prisoner's dilemma. To this aim, we devise an adaptive-gain controller, which regulates the system dynamics by adaptively changing the entries of the payoff matrix of the game. The adaptive-gain controller is tailored according to distinctive features of the game, and conditions to guarantee global convergence to the desired equilibrium are established.Comment: 6 pages, Accepted for presentation at the 2023 IEEE CD

volume 74, no. 12, December 1974

Alumni Fund John P. Hannon Named Acting Vice President for Public Affairs Bryant College President’s Club 1973-74 Idea of Women’s Equity News from the Campus News of Some Special People Promotions and Appointments Center for Management Development Class New

Adaptive Load Balancing: A Study in Multi-Agent Learning

We study the process of multi-agent reinforcement learning in the context of load balancing in a distributed system, without use of either central coordination or explicit communication. We first define a precise framework in which to study adaptive load balancing, important features of which are its stochastic nature and the purely local information available to individual agents. Given this framework, we show illuminating results on the interplay between basic adaptive behavior parameters and their effect on system efficiency. We then investigate the properties of adaptive load balancing in heterogeneous populations, and address the issue of exploration vs. exploitation in that context. Finally, we show that naive use of communication may not improve, and might even harm system efficiency.Comment: See http://www.jair.org/ for any accompanying file