Deadlock on the Board
构建了一个董事会决策的动态模型,发现董事会可能保留所有董事都认为不如现有选择的政策,导致CEO被留任;研究了如何通过董事会构成和董事任命来缓解僵局,并指出董事多样性和长期任期可能加剧僵局。
Abstract We develop a dynamic model of board decision-making akin to dynamic voting models in the political economy literature. We show a board could retain a policy all directors agree is worse than an available alternative. Thus, directors may retain a CEO they agree is bad—deadlocked boards lead to entrenched CEOs. We explore how to compose boards and appoint directors to mitigate deadlock. We find board diversity and long director tenure can exacerbate deadlock. We rationalize why CEOs and incumbent directors have power to appoint new directors: to avoid deadlock. Our model speaks to short-termism, staggered boards, and proxy access.