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77 U. Cin. L. Rev. 405 (2008-2009)
Narcissism, Over-Optimism, Fear, Anger, and Depression: The Interior Lives of Corporate Leaders

handle is hein.journals/ucinlr77 and id is 409 raw text is: NARCISSISM, OVER-OPTIMISM, FEAR, ANGER, AND DEPRESSION: THE INTERIOR LIVES OF CORPORATE LEADERS Jayne W. Barnard* How can we account for dysfunctional boards? Part of the answer may rest with dysfunctional directors. They may be control freaks, suffer from delusions of grandeur, mistakenly regard their instincts as unassailable, or think that they are immune from society's rules. This observation should come as no surprise. People who have risen to the status of a public company director are no less human than gym teachers, athletes, gardeners, or astronauts; they, too, may be irrationally exuberant, childishly selfish, passionately wrong-headed, or morally lost. More specifically, corporate directors are not merely economic actors; they are complex, multifaceted, imperfect human beings. They are also highly successful, competitive, and proud individuals. As such, they may enjoy a sense of infallibility and entitlement, and suffer from an inability to recognize their own failings. This confluence of characteristics can lead to dysfunctional boards. In thinking about dysfunctional boards, the focus should begin with dysfunctional chief executive officers (CEOs). Even though the profile of directors is changing, a significant proportion of corporate directors are still current or former CEOs.' This Article will explore some of the recurring pathologies of CEOs-narcissism, over-optimism, fear, anger, and depression.2 It will then consider the impact of these pathologies on organizations-hyper-deference, reluctance to provide truthful information to the boss, bullying and intimidation up and down the chain of command, and constantly shifting corporate priorities.3 Finally, * James Goold Cutler Professor of Law, The College of William & Mary. Thanks to Maire Corcoran and Kate Celender, William & Mary Class of 2009, for their research support for this Article. Thanks, too, to the participants at the Symposium on The Dysfunctional Board: Causes and Cures, especially Jack Stith and Jim Cummins, for their thoughtful comments. Lisa Nicholson and John Tucker helped me focus my thinking about the five pathologies and read early drafts. Thanks, finally, to Barbara Black for her leadership of the Corporate Law Center and for putting this Symposium together. 1. Search firm Spencer Stuart asserts that 33% of current directors are active CEOs. Board Leadership and Composition Becoming More Independent, 22nd Annual Spencer Stuart Board Index Reveals Board Changes, SpencerStuart, Oct. 3, 2007, http://www.spencerstuart.com/about/media/46/. Many others are former CEOs. See id. 2. See infra Part 1. 3. See infra Part II. 405

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