My book, The New Corporate Governance in Theory and Practice
, recently was reviewed by Delaware lawyer Robert A. Forsten. Download the review here.
, recently was reviewed by Delaware lawyer Robert A. Forsten. Download the review here. Selected quotes:
In his new book, The New Corporate Governance in Theory and Practice, Professor Bainbridge argues that directors do have “primacy” in corporate governance, and that not only does current law reflect this fact (despite how others may interpret it), but the law should recognize director primacy as the best overall model for corporate governance. Along the way, Professor Bainbridge does a nice job of explaining and lauding Delaware corporate law as supportive of director primacy. ...
Bainbridge provides a wonderful overview of the various theories of corporate governance, a history of the changing and increased role of the board over the last forty years and an explanation of the various corporate law doctrines, such as the business judgment rule, that fit so well with the director primacy theory. ...Bainbridge’s book is not, strictly speaking, a dry legal or theoretical analysis. Nor, is it a history of corporate law. Rather, it is a combination of economic and legal theory which attempts to describe the best model for a corporation. Bainbridge believes that director primacy represents not only the best model of current corporate law and governance, but also the best approach to corporate law.
This article originally appeared in the April 2009 issue of IN RE: The Journal of the Delaware State Bar Association, a publication of the Delaware State Bar Association. Copyright © Delaware State Bar Association 2009. All rights reserved. Reprinted with permission.
(H/T: Francis Pileggi)
