At some point in nearly every corporate crisis, someone in the boardroom utters a seemingly reasonable phrase: “we need everyone to be aligned before we proceed.” It sounds like prudence and good governance. In reality, it can be the prelude to disaster.
Consensus is an almost sacred value in many board cultures, especially in family businesses where divided decisions threaten not only the business but personal relationships. Yet when a crisis demands speed and resolve, the pursuit of total agreement frequently produces the worst possible decision: none at all.
The context that changed the rules
To understand why the paralysis of consensus has become so dangerous, one must grasp the current context. Recent studies argue that after the collapse of Lehman Brothers in 2008 we entered a change of era, “defined by a continuous systemic crisis in which duration and intensity coexist” — what they call persistent crisis.
This persistent crisis — fueled by the pandemic, geopolitical conflict, political instability, and technological disruption — has created a radically different context for decision-making. In times of stability, seeking broad consensus was a sign of institutional maturity. In times when decision windows close rapidly, that same pursuit can be lethal.
The tyranny of the last veto
The dynamic is predictable. A proposed response is presented to the board. The majority considers it reasonable. But one or two have objections — some substantive, others driven by personal agendas. Instead of proceeding by qualified majority, the board enters an endless cycle of revisions in an effort to satisfy everyone.
Meanwhile, the crisis does not wait. Each day of delay reduces the available options. The decision that eventually emerges is a watered-down compromise that does not solve the problem. Or worse: events have already decided for the board.
Recent studies identify parochialism — “the focus on individual interest or on that of particular groups or factions, even against the collective interests of the organization” — as a toxic trait that “intensifies as the crisis drags on, often out of fear of losing one’s board seat.” The demand for consensus becomes the perfect alibi: whoever blocks a decision can present themselves as a defender of careful deliberation when in fact they are protecting a personal position.
This leads to conformity: boards that, caught between the fear of deciding badly and the fear of not deciding, take refuge in following rules without questioning them, becoming trapped in a myopic lock-in in which they sacrifice genuine strategic action.
The consensus that paralyzes vs. the one that enables
There is a crucial distinction that many boards fail to make. Consensus on the diagnosis and the objectives is valuable and achievable. Consensus on every tactical detail is unnecessary and impossible. Confusing the two levels condemns the board to debating at length matters that should be delegated to the executive team.
In family businesses, this confusion is amplified. Every crisis decision can reignite historical conflicts between family branches. The board stops discussing the present emergency in order to relitigate grievances of the past. Meanwhile, the fire keeps growing.
Deciding in times of persistent crisis
Mature boards recognize that this context demands different rules. This means agreeing in advance which decisions require unanimity, which a qualified majority, and which can be delegated. It means establishing explicit time limits: if after a certain number of sessions there is no consensus, the board proceeds with the predefined mechanism.
This is not about steamrolling minorities. It is about recognizing that in a world of persistent crisis, a good decision made in time is worth more than a perfect decision made too late. The endless pursuit of consensus is, often, the most elegant way of deciding nothing at all.
P.S. If your board needs unanimity for every decision, you do not have a governing body but a mechanism of multiple vetoes. In times of persistent crisis, that amounts to a sentence.
Reference: Lavín, A., Mazza, C. & Aguilera, R. V. (2024). “El gran reto de los consejos de administración ante la crisis persistente.” Harvard Deusto Business Review.