From The Inside Counsel Revolution by Ben W. Heineman Jr. Copyright [c]2016 by the American Bar Association. Published by Ankerwycke (www.americanbar.org).
At its core, corporate governance addresses two related subjects: the purposes of the corporation and the respective powers and roles of shareholders, the board of directors, and management in carrying out that corporate mission. This subject has spawned great controversy in the past 30 years: ownership v. control, principal v. agent, managerial capitalism v. investor capitalism, short term v. long term, shareholders v. directors, shareholders v. stakeholders, focus on stock v. focus on products, shareholders as activists v. shareholders as stewards, and directors as puppets of management v. directors as wise leaders of the company.
Because it involves interpretation and implementation of norms derived from both public policy and private ordering, the General Counsel's role in corporate governance is central and her relationship with the...