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

26 Pages Posted: 9 May 2013

See all articles by Douglas M. Branson

Douglas M. Branson

University of Pittsburgh - School of Law (Emeritus)

Date Written: May 3, 2013


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.

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

Suggested Citation

Branson, Douglas, 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:

Douglas Branson (Contact Author)

University of Pittsburgh - School of Law (Emeritus) ( email )

3900 Forbes Ave.
Pittsburgh, PA 15260
United States
412-624-3437 (Phone)

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