To Be or Not to Be Both CEO and Board Chair

66 Pages Posted: 4 Feb 2011

See all articles by Thuy Vo

Thuy Vo

Mitchell Hamline School of Law


Part I of this article discusses the management and monitoring responsibilities of the board of directors. Part II explores the duality governance structure and its prevalence in corporate America. In Part III, the article examines and weighs the theoretical arguments for and against duality. Based on these arguments, this part assesses the impact of combined or separate CEO and Chair positions on the board’s performance of its management and monitoring responsibilities. Part IV turns to the empirical data on the effect of combined, rather than separate, CEO-Chair roles on corporate performance. Part V explains the views of corporate stakeholders on the duality debate. The article concludes that theoretical arguments and empirical evidence, as reflected in financial and nonfinancial metrics, strongly suggest that a corporate governance structure with a nonexecutive Chair, instead of a dual CEO-Chair, is better suited to the fulfillment of the directors’ fundamental responsibilities to oversee business operations and monitor management for the purpose of enhancing shareholder value.

Keywords: Corporate Law, Corporate Structure, Stakeholders, CEO, Board of Directors, Corporate Governance Structure

Suggested Citation

Vo, Thuy, To Be or Not to Be Both CEO and Board Chair. Brooklyn Law Review, Vol. 76, 2010, William Mitchell Legal Studies Research Paper No. 2011-06, Available at SSRN:

Thuy Vo (Contact Author)

Mitchell Hamline School of Law ( email )

875 Summit Ave
St. Paul, MN 55105-3076
United States

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