Document Type

Chapter of Book

Publication Date

2010

Abstract

Corporate governance, or more particularly, improving corporate governance, has been an important national topic for decades – indeed from the first appearance of the public corporation. Within this discourse, we frequently find that the public and academics alike have short memories. We too frequently focus on the present more than on the sweep of history. So it is with the present corporate governance discussions. We tend to begin with the collapse of Enron in late 2001 and focus on the most recent tinkering with governance, such as the New York Stock Exchange's (NYSE) and Nasdaq's listing requirements and the novel, albeit discrete, federal incursion into the domain of corporate governance with the passage of the Sarbanes-Oxley Act. But corporate governance has a much longer history, and it is instructive to identify the forces that support the evolution of governance practices. For example, forty years ago, we were debating whether there should be a critical mass of independent directors on public company boards; critical mass was thought to be a distinct minority of two or three, and audit committees were just barely being discussed as a governance tool. Within a decade, each of these practices became common not because of listing requirements but because of the development of best practices. The efficiencies inherent with independent voices on the board and assigning recurring tasks – compensation, interaction with the auditors, and nominating new board members – to specialized committees led to the modern board structure.

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© Cambridge University Press 2010. This version is free to view and download for private research and study only. Not for re-distribution or re-use.

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Library of Congress Subject Headings

Corporate governance, Corporation law, Courts--Delaware

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