Using previous theory and research on responses to organisational decline, this paper extends the literature into the boardroom to predict outside director behaviour. In so doing, this paper refocuses the corporate governance research towards individual outside directors as opposed to the traditional focus on the overall board. We argue that this contextual and individualistic focus on outside directors’ behaviour may yield some new and useful insights into the corporate governance literature as well as refine and extend Hirshman's theory of responses to organisational declin