Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Series

Business Organizations Law

Cornell University Law School

Cornell Law Faculty Publications

2001

Homo economicus model

Articles 1 - 1 of 1

Full-Text Articles in Law

Director Accountability And The Mediating Role Of The Corporate Board, Margaret M. Blair, Lynn A. Stout Jan 2001

Director Accountability And The Mediating Role Of The Corporate Board, Margaret M. Blair, Lynn A. Stout

Cornell Law Faculty Publications

One of the most pressing questions facing both corporate scholars and businesspeople today is how corporate directors can be made accountable. Before addressing this issue, however, it seems important to consider two antecedent questions: To whom should directors be accountable? And for what?

Contemporary corporate scholarship often starts from a "shareholder primacy" perspective that holds that directors of public corporations ought to be accountable only to the shareholders, and ought to be accountable only for maximizing the value of the shareholders' shares. This perspective rests on the conventional contractarian assumption that the shareholders are the sole residual claimants and risk ...