Forgotten Gatekeepers: Executive Search Firms and Corporate Governance

Abstract

Many legal scholars do not readily associate executive search firms (ESFs) with corporate governance, yet they are intimately connected with a key mechanism of corporate governance — elite labor markets. Corporate governance is a nexus of individual and environmental factors, a narrative of nature and nurture. Talent obviously matters, but legal scholars, courts, and policymakers overwhelmingly focus on structural mechanisms, procedures, and environmental factors. This article makes an essential contribution to the legal literature by revealing how ESFs provide an assortment of private solutions to governance problems that scholars have attempted to address through legal and regulatory means. The ultimate success or failure of these private solutions may be instructive for designing more effective regulations, policies, and practices to promote better governance.

Keywords: diversity, ceo succession, misconduct, investors, esg, officer, sec, courts, board of directors, harassment, me-too, business, regulation, gatekeepers, ceo, economics, corporate governance, executive search firms, corporations