65 Pages Posted: 29 Oct 2008 Last revised: 5 Aug 2010
In this paper, we argue that chief executive officers of publicly-held corporations in the United States are losing power to their boards of directors and to their shareholders. This loss of power is recent (say, since 2000) and gradual, but nevertheless represents a significant move away from the imperial CEO who was surrounded by a hand-picked board and lethargic shareholders. After discussing the concept of power and its dimensions, we document the causes and symptoms of the decline in CEO power in several areas: share ownership composition and shareholder activism; governance rules and the board response to shareholder activism; regulatory changes related to shareholder voting; changes in the board of directors; and executive compensation. We argue that this decline in CEO power represent a long-term trend, rather than a temporary response to economic and political conditions. The decline in CEO power has several important implications, including implications with respect to the possibility of a regulatory backlash against certain newly empowered shareholder groups, the type of persons who will serve on corporate boards in the future, the type of shareholder initiatives that will be introduced and the corporate response to them, the convergence of corporate laws across countries, and the source of resistance to acquisitions and the legal regulation of target defenses.
Keywords: Public corporations, chief executive officers, CEO power, boards of directors, shareholder activism, corporate governance rules, executive compensation, regulatory backlash, shareholder initiatives
JEL Classification: G30, K22, M10, M50, P12
Suggested Citation: Suggested Citation
Kahan, Marcel and Rock, Edward B., Embattled CEOs. Texas Law Review, Vol. 88, No. 987, 2010; U of Penn, Inst for Law & Econ Research Paper No. 08-25; NYU Law and Economics Research Paper No. 08-43; ECGI - Law Working Paper No. 116/2009. Available at SSRN: https://ssrn.com/abstract=1281516 or http://dx.doi.org/10.2139/ssrn.1281516