Chapter 12 examines the emergent school of thought contending that shareholder activism is a response to alleged shortcomings of the monitoring model. As the argument goes, businesses have grown exponentially in size and complexity in recent decades, while traditional boards have been unable to adapt these changes. The problem is compounded by legal changes—such as Sarbanes-Oxley § 404—that have heaped a series of new duties on boards that distract directors from monitoring aspects of the firm not governed by the various new compliance regimes. Proponents of this line of argument contend that boards need to evolve to a “thickly informed” director model, in which the board would develop deep knowledge about the company and its industry, which would require significant changes in what directors do and how board structure might evolve to support this broader role. In our view, the BSP model is an ideal vehicle for implementing such a post-monitoring board.