Deadlock on the Board

64 Pages Posted: 7 Dec 2017 Last revised: 5 Aug 2018

See all articles by Jason Donaldson

Jason Donaldson

Washington University in St. Louis

Nadya Malenko

Boston College - Carroll School of Management

Giorgia Piacentino

Columbia University

Multiple version iconThere are 2 versions of this paper

Date Written: July 30, 2018


We develop a dynamic model of board decision-making. We show that a board could be unable to make a decision even if all directors agree on what the best decision is. Thus, directors may retain a CEO they agree is bad---a deadlocked board leads to an entrenched CEO. We explore how to compose boards and appoint directors to mitigate deadlock. We find that board diversity and long director tenure can exacerbate deadlock. Moreover, 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.

Keywords: board of directors, dynamic decision-making, deadlock, entrenchment, director elections, CEO turnover, diversity, tenure, staggered boards

JEL Classification: D71, D72, D74, G34

Suggested Citation

Donaldson, Jason and Malenko, Nadya and Piacentino, Giorgia, Deadlock on the Board (July 30, 2018). Available at SSRN: or

Jason Donaldson

Washington University in St. Louis ( email )

One Brookings Drive
Campus Box 1208
Saint Louis, MO MO 63130-4899
United States

Nadya Malenko (Contact Author)

Boston College - Carroll School of Management ( email )

140 Commonwealth Avenue
Chestnut Hill, MA 02467
United States


Giorgia Piacentino

Columbia University ( email )

New York

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