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The Corporate Governance of National Security

67 Pages Posted: 19 Jul 2017 Last revised: 7 Sep 2017

Andrew Verstein

Wake Forest University School of Law; University of Chicago Law School

Date Written: July 13, 2017


At hundreds of companies, the government installs former spies and military officers to run the business without shareholder oversight, putting security before profits in order to protect vital projects from potentially treasonous influences. Through procedures I call “National Security Corporate Governance,” corporate boardrooms have quietly become instruments of national defense, marrying the efficiency norms of corporate law and the protective ambitions of national security. How is this achieved, and how successfully? Using a variety of research approaches – including Freedom of Information Act (FOIA) requests, archival searches, telephone interviews, and in-person conversations with industry insiders – this Article illuminates a secretive government program and the challenging questions regarding the relationship between private ordering and public goals such as national security.

Keywords: Cyber, Corporate Law, Corporate Governance, Systemic Risk, Security, Defense, Intelligence, Investment, CFIUS, Military, FOCI, DSS, Mergers, M&A, Cross-Border, Sovereign Wealth, SOE, Privatization, Alien Property Custodian, DPA, NPA, Deferred Prosecution Agreement, Contractor

Suggested Citation

Verstein, Andrew, The Corporate Governance of National Security (July 13, 2017). Washington University Law Review, Forthcoming. Available at SSRN:

Andrew Verstein (Contact Author)

Wake Forest University School of Law ( email )

P.O. Box 7206
Winston-Salem, NC 27109
United States
3367585433 (Phone)


University of Chicago Law School ( email )

1111 E. 60th St.
Chicago, IL 60637
United States

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