San Diego Law Review

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To reform corporate governance, this article proposes that the New York Stock Exchange and the National Association of Securities Dealers amend their listing policies to require a listed company to disclose in its proxy statement (1) whether or not there is a separate independent chair of its board of directors, and if there is not, (2) whether or not its board of directors has designated a senior independent director who functions as a leader of its independent directors. The proposals are designed to encourage directors to select an independent chair or a lead director, thereby increasing the likelihood that a company's independent directors will not be beholden to a CEO. The authors survey management under-performance in publicly traded U.S. companies and the practical effects of implementing their proposal to show the benefits to shareholders from independent directors.

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