Publication Title
Ohio State Business Law Journal
Volume
20
Page
1
Year
2026
Abstract
Too often, for-profit and nonprofit boards are too passive, deferential or both. Their failures to engage their critical faculties have resulted in serious harms as diverse as Boeing planes crashing and the NRA squandering millions of dollars. This article proposes a simple mechanism to stimulate critical thinking by individual directors and improve overall board dynamics: a designated contrarian position that rotates among members of the board. During her term, the contrarian’s job would be to raise objections to the organization’s proposed actions – or inaction. After their terms, each contrarian would resume her duties as a regular board member, replaced in the contrarian role by another director. Having the contrarian role be time-limited would, we hope, prevent its occupants from being ignored as “always negative.” More importantly, it may enhance directors’ abilities and willingness to dissent even beyond their terms as contrarians. Interestingly, the same approach can improve both for-profit and nonprofit boards, notwithstanding the different perils the two types of boards face and the different accountability mechanisms available in the two contexts. This proposal is not intended to be universal, one-size-fits-all or a governance panacea. This article highlights the need for a contrarian perspective to provide a starting point from which individual organizations can tailor the idea of a rotating contrarian to their specific needs and concludes by noting a rotating contrarian’s synergies with other leading corporate governance reform proposals.
Recommended Citation
Dana Brakman Reiser and Claire A. Hill, Why Boards Should Have Rotating Contrarians, 20 Ohio St. Bus. L.J. 1 (2026), available at https://scholarship.law.umn.edu/faculty_articles/1194.
