Why a Dual Board Structure for Public Corporations is Good for Shareholders and Society

Note from the Digital Editor: In order to highlight the high-level of research and scholarship from the authors who have published in the William & Mary Policy Review’s peer-reviewed print journal, we have reproduced the abstracts from Volume 8, Issue 1 along with a link to an electronic copy of the full form of the piece. 

This paper builds the case for a new approach to corporate governance, the “Directorist” model, which is a form of stakeholder theory. Part I introduces the relevant concepts and issues facing corporate governance, and the reasons why corporate governance is critical to the health of public corporations. Part II compares the American and German governance systems, and seeks to draw some relevant lessons. Part III explains why the current dominant viewpoint of shareholder primacy is wrongheaded and should be shelved. Part IV argues for the “Directorist” view by using an analogy that compares a public corporation to a school student, shareholders to the student’s parents, and managers to the student’s teachers. Part V fully explains the Directorist model’s dual board structure, function, and advantages. Finally, Part VI concludes by calling for nothing short of the re-humanization of the public corporation as a pivotal component and member of modern society.

Find the full version of this article in PDF form here.

Vahid Dejwakh graduated in 2015 from the College of William and Mary with a Juris Doctor and a Master’s in Public Policy. He is now a Senior Management and Systems Analyst with the City of Hampton, Virginia, and also enjoys building web applications like http://www.thanktime.com in his spare time.