Outsourcing the Board

Introduction; Part 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; Part 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; Part III. Legal Issues: 8. BSPs and the law; 8.1. Legal obstacles to BSPs under US 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; Part IV. BSPs and 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; Part 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.