Carl Icahn’s blog on January 20th included a piece on the examination of Director Capture. According to Jonathan Macey, Deputy Dean and Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law at Yale Law School, Director Capture,
… occurs when decision-makers such as corporate directors favor certain vested interests such as incumbent management, despite the fact that they purport to be acting in the best interests of some other group, i.e. the shareholders. The problem of capture and the theories associated with the idea of capture are most closely associated with George Stigler, and the free-market Chicago School of Economic thought. Among the more interesting and important theories of Stigler and other proponents of capture theory is the idea that capture is not only possible, in many contexts it is inevitable.
Icahn remains an obvious proponent for directors to represent shareholders rather than top management. In light of the new administration and the likelihood of major regulatory changes to come both investors and companies might want to read the full Icahn blog piece and get to know what Academia is saying about the issue.