Sunday, September 24, 2006

Who needs a board of directors, anyway?: A Reply


As I explained in The Politics of Corporate Governance, however, this notion that there was a golden era in which ownership and control were united is a misreading of history. Economic separation of ownership and control in fact was a feature of American corporations almost from the beginning of the nation. Even in the antebellum period of the 19th Century, publicly held corporations already had all the essential elements of modern public corporations, as Walter Werner explained: "a tripartite internal government structure, a share market that dispersed shareholdings and divided ownership and control, and tendencies to centralize management in full-time administrators and to diminish participation of outside directors in management."

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