Proposals for Corporate Governance Reform: Six Decades of Ineptitude and Counting

Douglas M. Branson

University of Pittsburgh School of Law

May 3, 2013

Wake Forest Law Review, Forthcoming
U. of Pittsburgh Legal Studies Research Paper No. 2013-16

This article is a retrospective of corporate governance reforms various academics have authored over the last 60 years or so, by the author of the first U.S. legal treatise on the subject of corporate governance (Douglas M. Branson, Corporate Governance (1993)). The first finding is as to periodicity: even casual inspection reveals that the reformer group which controls the "reform" agenda has authored a new and different reform proposal every five years, with clock-like regularity. The second finding flows from the first, namely, that not one of these proposals has made so much as a dent in the problems that are perceived to exist. The third inquiry is to ask why this is so? Possible answers include the top down nature of scholarship and reform proposals in corporate governance; the closed nature of the group controlling the agenda, confined as it is to 8-10 academics at elite institutions; the lack of any attempt rethink or redefine the challenges which governance may or may not face; and the continued adhesion to the problem as the separation of ownership from control as Adolph Berle and Gardiner Means perceived it more than 80 years ago.

Number of Pages in PDF File: 26

Keywords: corporate governance, corporate law, gatekeepers, institutional investor activism, separation of ownership from control, global convergence, ALI Corporate Governance Project, federal chartering, federal minimum standards, corporate power, corporate social responsibility, boards of directors

JEL Classification: G34, K22

Open PDF in Browser Download This Paper

Date posted: May 9, 2013  

Suggested Citation

Branson, Douglas M., Proposals for Corporate Governance Reform: Six Decades of Ineptitude and Counting (May 3, 2013). Wake Forest Law Review, Forthcoming; U. of Pittsburgh Legal Studies Research Paper No. 2013-16. Available at SSRN: http://ssrn.com/abstract=2260406

Contact Information

Douglas Branson (Contact Author)
University of Pittsburgh School of Law ( email )
3900 Forbes Ave.
Pittsburgh, PA 15260
United States
412-624-3437 (Phone)

Feedback to SSRN

Paper statistics
Abstract Views: 1,936
Downloads: 408
Download Rank: 45,759

© 2015 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo8 in 0.343 seconds