Who Controls Whom? An Examination of the Relation Between Management and Boards of Directors in Large American Corporations<sup />

Abstract

Most organization theorists believe that boards of directors in large American corporations are dominated by management. This paper argues that this view is based on a problematic definition of control. Several distinctions between long run and short run control are presented, and a framework in which boards of directors have control over managers is suggested. Case examples are given and possible objections are confronted. Finally, an agenda for further research on board-management relations is offered.