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5 - Board Service Providers

The Basic Idea

from Part II - The Board Service Provider

Published online by Cambridge University Press:  19 April 2018

Stephen M. Bainbridge
Affiliation:
University of California, Los Angeles School of Law
M. Todd Henderson
Affiliation:
University of Chicago School of Law
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Summary

In Chapter 5, we come (the reader may well say, at last!) to our description of board service providers. Instead of a corporate board comprised of a group of individuals acting as independent contractors, we have in mind a business entity, be it a partnership, LLC, corporation, or other association, acting as the board of another company. In our model, the board would be an “it,” not a group of “hes” and “shes.” Instead of nominating and electing a slate of unrelated individual independent contractors to serve as board members, a BSP would be chosen to provide director services. We propose that the BSP be selected by the shareholders, but leave it to the market to develop solutions to the problems presented by corporate elections. We also hint here and there about alternatives to standard, annual elections.
Type
Chapter
Information
Outsourcing the Board
How Board Service Providers Can Improve Corporate Governance
, pp. 87 - 103
Publisher: Cambridge University Press
Print publication year: 2018

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