Why Boards Fail: A Behavioral–Structural Synthesis of Recurrent Governance Breakdowns

ABSTRACT Research Question Despite the global proliferation of regulatory reforms and formal oversight mechanisms, catastrophic governance failures remain a persistent feature of the corporate landscape. This study investigates why formally robust governance structures fail to prevent systemic breakdowns in practice and how such failures unfold as dynamic processes rather than discrete events. Research Findings Drawing on a theory‐synthesizing, case‐illustrative analysis, we develop a behavioral–structural drift framework. We identify eight recurrent drift patterns of governance breakdown across eight high‐profile corporate failures. Integrating insights from behavioral governance, organizational culture, voice and silence research, and institutional theory, we show how boards' capacity for oversight is progressively eroded. We further demonstrate how governance and contextual conditions can intensify these drift processes, suppress dissent, and weaken escalation and timely intervention. Theoretical Implications This study advances corporate governance research by reconciling structural and behavioral explanations to offer a dynamic behavioral account of board failure. The framework theorizes erosion processes across the following three interrelated levels: individual directors, the board as a collective, and the wider institutional environment. Six propositions are developed to guide future empirical research on the dynamics of governance failure. Practitioner Implications Formal structures, independence, and compliance are necessary but insufficient for effective governance. To mitigate drift, boards should strengthen role clarity, institutionalize routines that legitimize challenge, and reinforce accountability practices that sustain independent judgment and counter managerial capture.