ABSTRACT

In May 1968, the entire board of International Publishing Corporation (IPC) voted to remove their absent chairman, Cecil King, from the board. Ever since, clauses in company articles that permit a board to remove one of its board members have been called Cecil King clauses. These clauses are becoming the rule rather than the exception. Many companies have even adopted variations that permit less than board unanimity in approving a vote for removal. Given that Cecil King clauses gained their name from removal of a chairman, why have so many chairmen allowed them to be put before their own shareholders for adoption?