DEADLOCK ON THE BOARD∗ Jason Roderick Donaldson† Nadya Malenko‡ Giorgia Piacentino§ November 17, 2017 Abstract We develop a dynamic model of board decision making. We show that directors may knowingly retain the policy they all think is the worst just because they fear they may disagree about what policy is best in the future—the fear of deadlock begets deadlock. Board diversity can exacerbate deadlock. Hence, shareholders may optimally appoint a biased director to avoid deadlock. On the other hand, the CEO may appoint unbiased directors, or even directors biased against him, to create deadlock and thereby entrench himself. Still, shareholders may optimally give the CEO some power to appoint directors. Our theory thus gives a new explanation for CEO entrenchment. It also gives a new perspective on director tenure, staggered boards, and short-termism. ∗For helpful comments, we thank Patrick Bolton, Francesca Cornelli, Daniel Ferreira, Slava Fos, Simon Gervais, Armando Gomes, Radha Gopalan, Todd Gormley, Mark Leary, Mina Lee, Andrey Malenko, Ernst Maug as well as seminar audiences at the 2017 WAPFIN@Stern and Washington University in St. Louis. †Washington University in St. Louis;
[email protected]. ‡Boston College;
[email protected]. §Columbia University;
[email protected]. 1 Introduction The board of directors is the highest decision-making authority in a corporation. But sometimes boards struggle to make decisions. In surveys, 67% of directors report the inability to decide about some issues in the boardroom. Moreover, 37% say they have encountered a boardroom dispute threatening the very survival of the corporation (IFC (2014), p. 2).1 Such a “division among the directors” that “may render the board unable to take effective management action”—such deadlock on the board—can even lead directors to “vote wholly in disregard of the interests of the corporation” (Kim (2003), pp.