Outsourcing the Board

Introduction: I. Corporate Boards: 1. A Brief History of the Board; 1.1. The Political Origins of Corporate Boards; 1.2. The Privatization of the Corporation and the Changing Role of the Board; 1.3. The Board's Evolving Modern Role; 1.4. Summary; 2: What do Boards do? ; 2.1. The Roles Played by the Modern Corporate Board; 2.2. Management; 2.3. Service; 2.4. Monitoring; 2.5. Diversity; 2.6. Overlapping Roles and the Crudeness of Categories; 2.7. Role Conflicts; 2.8. Evolution Over Time; 3. Grading Boards; 3.1. Public Perceptions; 3.2. Even Graded on a Curve, Boards Fail; 3.3. Boards Fail Even at Grading Themselves; 3.4. Showing Improvement; 3.5. But There's Still Room for Improvement; 4. Why Boards Fail; 4.1. Introduction; 4.2. Time Constraints; 4.3. Information Asymmetries; 4.4. Too Many Generalists; 4.5. Bad Incentives; 4.6. Boards Refuse to Lead; 4.7. Boards Lack Cohesiveness; 4.8. SOX Locked Boards into a One Size Fits All Model; II. The Board Service Provider: 5. Board Service Providers: The Basic Idea; 5.1. Introduction; 5.2. The Board Service Provider; 5.3. Appointment and Elections; 5.4. Composition and Function; 5.5. Compensation; 5.6. Liability; 5.7. Summary; 6. How BSPs Address the Pathologies of Modern Corporate Governance; 6.1. Managerial Hegemony Theory; 6.2. Class Hegemony Theory; 6.3. Resource Dependence Theory; 6.4. Stakeholder Theory; 6.5. Stewardship Theory; 6.6. Agency Theory; 6.7. Summary; 7. Incentivizing the BSP; 7.1. Compensation incentives; 7.2. Liability-based incentives; 7.3. Reputational incentives; 7.4. Exposure to market forces; 7.5. Measurability; III. Legal Issues: 8. BSPs and the Law; 8.1. Legal Obstacles to BSPs Under U.S. Federal and State Law; 8.2. The Law in Other Countries; 8.3. The Case for Changing the Law; 9. BSPs and the Emerging Federal Law of Corporations; 9.1. Director Independence; 9.2. BSPs and the CEO/Chair Duality Issue; 9.3. The Audit Committee; 9.4. Section 404 Internal Controls; 9.5. The Compensation Committee; 9.6. The Nominating Committee; IV. BSPs & the Frontiers of Corporate Governance: 10. BSPs and Proxy Access; 10.1. A Brief Overview of Proxy Access; 10.2. Proxy Access and BSPs; 11. The BSP as an alternative to quinquennial board elections; 11.1. Introduction; 11.2. The Quinquennial Election Proposal; 11.3. The Quinquennial Election and the BSP; 11.4. Quinquennial Elections and Mandatory Rotation of the BSP; 11.5. Summary; 12. The BSP in a Post-Monitoring Board World; 12.1. The Thickly Informed Board; 12.2. The BSP as Thickly Informed Board; 12.3. The Private Equity Analog; 12.4. Summary; V. Concluding Thoughts: 13. Anticipating Objections; 13.1. Overcoming the Status Quo Bias; 13.2. Reduced Accountability; 13.3. Loss of Personal Service; 13.4. Loss of Advantages of Group Decision Making; 13.5. BSPs will be Captured by Management; 13.6. BSP Incentives Inadequately Aligned to Shareholder Interests; 13.7. Isn't This Just One More Costly Intermediary? ; 13.8. Conflicts of Interest; 14. Conclusion.