Includes bibliographical references and index.

Machine generated contents note: 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.

"In this groundbreaking work, Stephen Bainbridge and Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current "monitoring" role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations-known as "Board Service Providers" or BSPs-to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policy makers, and those within the corporations that will benefit from this change"--

"This book is an exploration of the reasons why, which (to spoil the plot) we find the current state of corporate governance-especially the role and function of the board of directors-woefully wanting, and why and how we should change the law to accommodate more innovation in corporate governance. The world is only getting more complex for corporations, as markets expand and share ownership transitions increasingly to passive investing, and the need to rethink corporate governance is acute. In the following pages, we offer a path forward that does not rely on any brilliant insights or tricks. Our mantra is simple: let markets work. Although this book is intended for corporate governance scholars and policy makers, we hope it is accessible to board members, corporate executives, legislators, judges, and the interested public. It is a book by two academics, but it is not written in high academic style. So, if you've gotten this far, don't be turned off thinking this is going to be a dry casebook filled with citations and equivocations. We hope this ride through the history, practice, and (hopefully) future of corporate boards is as entertaining as it is informative and thought provoking"--