Professor Stephen Bainbridge is a nationally-recognized corporate law scholar whose prolific scholarship is often cited in Delaware court opinions. His recently published essay entitled: Rethinking the Board of Directors: Getting Outside the Box, is an introduction to a symposium about his latest book. It includes the following abstract:
In our new book, Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance, Todd Henderson and I change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through natural persons? Through tracing the development of boards from quasi-political bodies to the current ‘monitoring’ role, we find the reasons for this requirement to be wanting. Instead, we propose that corporations be permitted to hire other business associations—known as ‘Board Service Providers’ or BSPs—to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently.
This essay will serve as the introduction to a forthcoming symposium about our book.