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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
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
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.


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