CEO resistance: The role of bod dependence/independence and CEO profile

Abstract

The relationship between boards of directors and CEOs has been at the center of attention in the literature on Corporate Governance. However, little has been done to identify sources of friction and possible outcomes in this relationship. In this paper, drawing on the literature on Agency/Stewardship Theory, Upper Echelons perspective, and Corporate Governance, I have addressed this gap. To do so, this paper recognizes the distinction between founder and non-founder CEOs and dependent and independent boards of directors. I have hypothesized that founder CEOs will demonstrate higher resistance than non-founder CEOs in the presence of independent boards of directors and lower than non-founder CEOs in the presence of dependent boards of directors to takeover proposals.