Faculty News

Professor Karen Brenner offers insights on addressing conflicts between corporate board members and management

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Excerpt from Agenda Week -- "For Karen Brenner, executive director of law and business initiatives in NYU’s Stern School of Business, the explanation may relate to directors’ circumstances. For one, new directors might not feel they have the experience to 'challenge' the CEO, she says. Or there may 'just be a temporary issue or problem at the moment of the survey ... But that’s not a circumstance that’s healthy to persist.'

Directors in such scenarios can attempt to handle the matter directly, by trying to 'clear the air' with a CEO, according to Brenner. They can also work with the chair of the board to create a pathway for healthy pushback against executives, she explains.

Or, Brenner suggests, in certain circumstances there might be a need for a director to give up his or her seat. 'Ultimately, given the board’s duty of oversight and their duties to the company, if one feels inhibited when it comes to exercising those duties and they can’t remedy the situation, then that person is taking a seat that is perhaps best utilized by someone else.' Brenner is quick to add, however, that this is the nuclear option."

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