The New York Times, Economix Blog, February 20, 2009 by Uwe E. Reinhardt
http://economix.blogs.nytimes.com/2009/02/20/whom-do-corporate-boards-represent/?pagemode=print
With persuasive empirical research, Professors Bebchuk and Fried argue that corporate governance in America is more realistically described by a “managerial power” model in which C.E.O.’s have sufficient power over their boards to dictate their own compensation, subject only to what the authors call an “outrage” constraint.