Board Service Providers as a Solution for Board Overload: Part 2

A comment on Shapira, Eckstein, and Shillo's "Board Overload" paper

In the previous post, I discussed the well known problem of over boarding—i.e., where an individual serves on so many board of directors that the individual is overwhelmed and unable to provide optimal levels of service.

I also introduced a forthcoming Washington University Law Review article by Roy Shapira, Asaf Eckstein, and Ariel Shillo,¹ which tackles a related—but, I think, seriously underappreciated governance problem; namely, that boards of directors are being asked to do far more than their structural capacity allows. They call this “board overload.”

Shapira, Roy and Eckstein, Asaf and Shillo, Ariel, Board Overload (March 11, 2026). Forthcoming, Washington University Law Review, European Corporate Governance Institute - Law Working Paper No. 911/2026, Available at SSRN: https://ssrn.com/abstract=6395198 or http://dx.doi.org/10.2139/ssrn.6395198

I think they’ve spotted a real problem and advanced some useful ideas for addressing it. But while I like the article a lot, I have some quibbles and what I hope will be some friendly amendments.

The prior post set the stage by relating first principles, focusing on the question of why the statutory default model of corporate governance has a committee—i.e., the board of directors—at the apex of the corporate hierarchy rather than an individual autocrat. In this post, I use that background to develop my critique of Shapira et al.’s analysis.