Enron Debacle Example of "Agency Problem" Within Boards of Directors, Say Strategic-Management Researchers Corporate boards may have disincentives to act in shareholders' best interest John DellaContrada Release Date: January 23, 2002 BUFFALO, N.Y The fall of Enron demonstrates that an inherent management problem previously thought to occur only among a company's top managers also occurs within a company's board of directors, according to two strategic management researchers at the University at Buffalo School of Management. In Enron's case, the existence of the "agency problem" within its board of directors is partly to blame for the company's mismanagement and apparent unethical behavior, say John Stephan and Harold Star, assistant professors of management science and systems, who are researching the role of boards and CEOs in setting corporate strategy "The agency problem states that because top managers are typically not owners of company, they can't be trusted to act in the best a interest of those who do own the company the shareholders," says Stephan. "Boards of directors were seen as a solution to the agency problem because they have a legal responsibility to protect and serve shareholders. "But what the Enron case illustrates is that the agency problem also exists within company's board of directors," Stephan adds. "Boards, too, have incentives not to act in the best interest of shareholdel