ichard D. Parsons, the chief executive of AOL Time Warner, was named yesterday to succeed Stephen M. Case as the company's chairman, the culmination of a surprising consolidation of Mr. Parson's power in the two years since AOL acquired Time Warner.

Mr. Parsons had been largely shuffled aside in the corporate reorganization after the merger. He was perceived as playing second fiddle to his charismatic co-chief operating officer, Robert W. Pittman. Mr. Parsons, then president of Time Warner, watched, often silently, from the sidelines when the merger was negotiated and crucial decisions were made in the first year after its completion.

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But when the merger failed to deliver on the company's promises, Mr. Parsons was the top executive with the cleanest hands. He was elected chairman by a unanimous vote of the board yesterday and so stands alone at the head of the largest media company in the world.

Now Mr. Parsons will face the same tough audience that forced the former chief executive, Gerald M. Levin, off the stage in December 2001 and forced Mr. Case to announce his resignation as chairman on Sunday. Mr. Case, who will remain a director, resigned under pressure from some major shareholders. Some shareholders said this week that they might seek to remove him from the board entirely if they saw dissent on the board.

Some major shareholders have said they still plan to take a wait-and-see attitude toward Mr. Parsons. He was trained as a lawyer and started his career as a protégé of Governor Nelson A. Rockefeller; ran Time Warner's human resources, legal and other administrative departments before the merger; and had little experience operating a media business of any size.

In naming Mr. Parsons, the board overrode the arguments of some institutional investors that the duties of chairman and chief executive should be separated, given the current climate of corporate scandals and federal investigations into the accounting at the AOL division of AOL Time Warner. This, they said, would enable the chairman to watch more effectively over the management on the board's behalf.

"I still think it is a good idea to have them separated," said Ajay Mehra, a portfolio manager at Columbia Management, which owns AOL Time Warner shares.

In a statement announcing Mr. Parsons appointment, the board sought to address those concerns by "reaffirming" its existing corporate governance measures. It said that all of the directors who are not company executives will continue to meet in independent committees to evaluate management's performance.

The company also said that Mr. Case, whose resignation as chairman will take effect at the May annual meeting, will appear on the shareholder ballots for re-election as a director. Since yesterday's meeting determined the ballots to be mailed to shareholders, the days before the meeting were Mr. Case's last chance to exit gracefully before the vote.

Some major shareholders have threatened to withhold their votes from him at the election in May. The institutional shareholders also said they might also decide to withhold votes from other directors from the AOL side of the merger. Since most directors are re-elected by nearly 100 percent of the votes cast, even a shortfall of 10 or 20 percentage points could be an embarrassment.

The group of shareholders pushing for Mr. Case's ouster includes Gordon Crawford, portfolio manager at Capital Research and Management, who controls nearly 10 percent of the shares outstanding, as well as Ted Turner, AOL Time Warner's vice chairman and a director, who controls about 4 percent. Since Mr. Case has resigned, several other major shareholders have said they welcomed his decision.

Yesterday evening, some shareholders praised Mr. Parsons's election. Henry Berghoef, portfolio manager at Harris Associates, which controls about 39 million shares through its Oakmark Funds, said, "The important thing is, we are getting the Internet-craziness-induced stuff behind us now, and I think the decks are cleared to focus on running the company."

"I think Parsons has done a good job since he got the job as C.E.O.," he said, adding, "You never know until he has been there a few years, but you could say that about anybody new."