Why Not a CEO Term Limit?
Charles K. Whitehead
Cornell Law School
February 12, 2011
Boston University Law Review, Vol. 91, No. 3, p. 1263
Cornell Legal Studies Research Paper No. 011-05
In this Essay, I ask: Why not require a mandatory CEO term limit? My purpose is not to propose a term limit, but rather to ask why CEO term limits are out-of-bounds – not addressed within the corporate governance scholarship – when they have long been advocated for directors and, more recently, public company auditors.
The traditional answer has been that CEOs are agents of the corporation, subject to control by the board, which holds primary responsibility for the firm’s business and affairs. Senior officers are largely shielded from outside interference, permitting them to execute consistent, long-term business strategies under board oversight. Variations in governance can be privately ordered among shareholders, directors, and officers, but in most circumstances, corporate law defers to the board in how it directs the CEO.
Recent regulation has called that deference into question. New laws – in particular, Sarbanes-Oxley and Dodd-Frank – regulate director and officer conduct in response to the real possibility that long-term CEOs can control the board (rather than the other way around). Corporate law's traditional deference to private ordering has begun to give way to a new understanding of how shareholders, directors, and officers interact. With that change, there may also be a shift in how officers are controlled – including the possibility of a growing acceptance of regulation, such as a CEO term limit, that supplements or supersedes board oversight.
Number of Pages in PDF File: 27
Keywords: CEO, Term Limits, Corporate Governance, Entrenchment
JEL Classification: K22, M51Accepted Paper Series
Date posted: February 13, 2011 ; Last revised: October 14, 2011
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