WANTED: Female Corporate Directors (A Review of Professor Douglas M. Branson's No Seat at the Table)

Joan M. Heminway, The University of Tennessee College of Law

Abstract

In his 2007 book No Seat at the Table, Professor Douglas Branson aptly describes how patterns of male dominance inherent in the legal structures of corporate governance reproduce themselves again and again to keep women out of executive suites and boardrooms, and then he offers a practical way to break this cycle of dominance-through paradigm shifting. A central value of Professor Branson's book derives from this thesis, as well as his use of nontraditional empirical data and interdisciplinary literature (in addition to more traditional decisional law and legal scholarship) to support the positions he takes. Moreover, No Seat at the Table is an invaluable resource because it collects in one volume varied research materials and related information at the intersection of women and corporate boards and because it offers further support for diversification of boards of directors as part of the overall effort to strengthen corporate governance practices and promote more productive, efficient, and trustworthy corporations.

This review is designed to explore these strengths - and a few related weaknesses - in Professor Branson's approach. Specifically, the review highlights three key strengths of Professor Branson's work: his thorough and useful report of 2001 and 2005 proxy data from public company filings with the U.S. Securities and Exchange Commission, his account of the effects of tokenism in the boardroom, and his analysis of the obstacles women face in climbing the rungs to the top of the corporate ladder. The review then evaluates the strengths and weaknesses of his proposed paradigm shifting as an effective way to procure female advancement to executive ranks and board positions. Finally, the review examines the potential shortcomings of Professor Branson's observation and suggestion that the differences between men and women are inconsequential and should be minimized and, further, how these statements (when taken out of context) conflict with his efforts to keep women in the pipeline toward upper management.