Pawns or Potentates: The Reality of America's Corporate Boards
Jay W. Lorsch, Elizabeth MaciverISBN: 087584216X;
Boardroom-the word alone conjures up visions of wealth, privilege, and power in the minds of most Americans. But barring a crisis situation such as a leveraged buyout, an unfriendly takeover, or the death of a CEO, the outside directors of publicly held companies have precious little time, knowledge, or power to govern. When the company's stresses are less visible-a gradual decline in earnings or growing doubts about the CEO's performance-directors find it nearly impossible to consolidate their authoritysufficiently to manage the situation. Pawns or Potentates is the most comprehensive study of American corporate governance ever undertaken. Over a three-year period, Jay Lorsch and Elizabeth MacIver interviewed nearly 100 outside directors of corporations and received questionnaires from over 2,000. The result is a fascinating look at how boards operate. In their own words, directors describe how they see their roles, who they think their constituents are, and what prevents them from...
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