Report of he task force of the ABA section of business law corporate governance committee on delineation of governance roles & responsibilities
In the summer of 2008, the Corporate Governance Committee of the ABA Section of Business Law established a Task Force on Delineation of Governance Roles and Responsibilities to examine whether, in the large U.S. public corporation, the decision rights and responsibilities of shareholders and boards of directors are shifting and if so, the implications of any such shift. Seasoned lawyers representing shareholder, corporate and academic perspectives comprise the Task Force and have engaged in a series of meetings over the past ten months to discuss shareholder and board roles – roles that are under increasing regulatory pressures in light of the financial crisis.
As one might expect given the diverse perspectives represented, not all Task Force members agree on all points in this Report. Some Task Force members favor significant adjustment in the regulation of corporate governance; others believe that very little, if any, adjustment is needed. However, recognizing that we all share a common interest in the success of the U.S. corporation, the Task Force believes that all those involved in thinking about the future of the corporation would benefit from a clear understanding of the roles played by shareholders and boards under corporate law and the rationales for those roles.
As recent events have shown, much depends on whether federal regulation (including pending proposals on which the Task Force takes no position), state corporate law and private ordering of corporate governance support decisions that are in the long term interests of our economy.
See full Report, in pdf format.
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