Legitimacy and Corporate Governance

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Delaware Journal of Corporate Law, Vol. 32, No. 1, pp. 159-167, 2007

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Cary Coglianese
delaware; journal; corporate; law; governance; state governance; discretion
paper description
Parallels between corporate governance and state governance appear to be growing. This essay focuses on the suggestion that corporate governance is becoming structured much more like public government in certain ways. This shift may well be helpful for enhancing credibility and confidence in capital markets, but it also raises important questions. Will reforms enacted in the post-Enron era limit managers' discretion to innovate, take risks, and respond quickly to changing economic circumstances? How far should society go in imposing on corporations the kinds of procedures found commonly in democratic governments?