Vanderbilt Law Review
In the past decade a number of commentators have argued that corporations have failed to meet their responsibilities to shareholders and the public. To remedy this perceived failure, these commentators have advocated a variety of corporate governance proposals. In this Article Professor Fischel challenges the notion that any problem exists in the current mode of corporate governance. He contends that reformers have wrongly assumed the existence of a "problem" because of their failure to understand the economic theory underlying the corporate form of firm organization. Professor Fischel argues further that no empirical evidence exists to support the contentions of advocates of corporate regulation. Consequently, he concludes that critics have leveled charges and proposed solutions to a problem that does not exist to promote goals that are unrelated to the purpose of the corporation.
Daniel R. Fischel, "The Corporate Governance Movement," 35 Vanderbilt Law Review 1259 (1982).