Business Organizations Law Commons^™

The Revolution In Corporate Governance, The Monitoring Board, And The Director's Duty Of Care, George W. Dent

Faculty Publications

The theory of corporate governance underwent a revolution in the 1970's. Theorists finally abandoned the myth that a public corporation' is managed by its board of directors, and constructed a new model under which the corporation is managed by its executive officers, and the board, dominated by outside directors, monitors management's performance. This new "monitoring model" has gained wide acceptance among commentators, and several of its elements have been adopted by many public corporations. Even those commentators who do not enthusiastically embrace the entire monitoring model tend to agree that monitoring management is a significant board function.

But expositions of …

Corporate Governance--A Moving Target, Robert L. Knauss

Michigan Law Review

This Essay elaborates on Professor Conard's sensible suggestion with the hope that others will take it to heart. First, the Essay discusses the unique governance problems raised by what I call quasipublicly traded corporations. These smaller corporations, whose shares are not actively traded, have been largely neglected in most discussions of corporate governance. The neglect is ironic since most state corporation statutes were originally designed with the quasipublicly traded corporation in mind. Second, the Essay turns to a problem of corporate governance common to all corporations - the proper role of directors - and shows that appropriate standards may vary …