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The contemporary corporate board of directors (BoD) is a rather odd construct, although it should not be. Its dysfunction symbolizes neatly how poorly corporate governance works these days, or at least much worse than it should.  

 

We've long wondered how CEOs talk about "my" BoD as if they own it; yet in some important respects they rather do. We've also wondered about the CEOs who retire from a company only to join the ranks of executives that embark on a second career as a "professional" director. What, exactly, does that profession entail? What do they see, do, and learn at NACD meetings?  

 

More generally, how does a BoD take on its own, independent identity, largely separate from the shareholders that they purport to represent and defend? How does the role of a corporate director turn into a part-time job in which retired CEOs become employees of current CEOs?

 

These questions prompted us to draft an essay that applies agency theory to BoDs. We also have a brief blog post with some background and comment.

Recent TAI blog posts

You can find other useful resources at the TAI website, including our research on "Effective Activism, on the Cheap", our new resource guide on activist investing data sourcesour white paper with the basics on activist investing, and our new guides on exempt solicitationconsent solicitation, and special shareholder meetings. 
For further information, please contact:
 
Michael R. Levin
[email protected]
847.830.1479