Boards and Management Under Pressure: Navigating The New Dynamics of Shareholder and Stakeholder Demands

Today, public companies operate in an environment where regulatory changes have empowered shareholders to play a more active role in corporate governance, enabling the rise of financial activist investors and social activist investors. In addition, the growth and increasing concentration in the public firm’s institutional investor stock ownership and the willingness of these investors, along with proxy advisors, to go against management’s recommendations have further strengthened the influence of these external constituents. These changes represent a significant upheaval in the corporate governance landscape in that managers and boards are confronted with activist investors focused on enhancing the firm’s market value, while simultaneously having to address environmental and social concerns raised by the firm’s stakeholders. This tension between competing demands poses significant challenges to the management and boards of companies as they are no longer fully in control of strategic decision-making, even as they remain accountable for firm performance. We provide an overview of how the corporate governance context has evolved and its implications for boards and management decision-making. We also discuss the challenges for scholarly research and offer suggestions for future research and methodological approaches that are likely to shed light on understanding the factors influencing strategic decision-making within this changed corporate governance context.