Capitalism and Pragmatism Govern New Paradigms for Corporate Governance

摘要

For purposes of this essay, I have analyzed two recently promulgated paradigms for reformation of current frameworks of corporate governance. In The New Paradigm,1 Martin Lipton and his co-authors essentially recalibrate the relationship between public corporations and their major institutional investors, and conceptualize corporate governance as a collaboration among corporations, their CEOs and boards of directors, and institutional investors and asset managers working together to achieve long-term value. The New Paradigm is premised on the idea that corporations and institutional investors can forge a meaningful and successful private sector solution to "short-termism." In Outsourcing the Board,2 Professors Stephen M. Bainbridge and M. Todd Henderson propound a new corporate governance model whereby board services would be provided not by individual directors but by "board service providers" ("BSPs")-outsourcing the functions of a board of directors to an integrated professional services company.