Viral V. Acharya, Stewart C. Myers, and Raghuram G. Rajan

The common view of the public corporation is that of an organization run by top managers, and monitored by a board of directors on behalf of public shareholders. The separation of decision management (the CEO) from decision control (the board) and from risk-bearing constituents (public shareholders) is thought of as a reasonable way to structure firms, and so long as decisions are made in … [ Read more ]

Viral V. Acharya, Stewart C. Myers, and Raghuram G. Rajan

The traditional description of the firm – an organization run by top managers and monitored by a board of directors on behalf of public shareholders – falls short on three counts. First, control need not be exerted just top down, or from outside, it can also be asserted bottom-up. Put differently, the CEO has to give his subordinates a reason to follow, and this, implicitly, … [ Read more ]

Keeping the CEO in Line

Wayward chiefs are often brought to heel by the complex dynamics inherent in their companies’ structure, a phenomenon that can be called internal (rather than corporate) governance.