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The Cambridge Handbook of Classical Liberal Thought
  • Edited by M. Todd Henderson
  • Published online: 24 August 2018
  • Print publication: 13 September 2018
  • Polls suggest up to twenty percent of Americans describe their beliefs as 'libertarian', but libertarians are often derided as heartless Social Darwinists or naïve idealists. This illuminating handbook brings together scholars from a range of fields (from law to philosophy to politics to economics) and political perspectives (right, left, and center) to consider how classical liberal principles can help us understand and potentially address a variety of pressing social problems including immigration, climate change, the growth of the prison population, and a host of others. Anyone interested in political theory or practical law and politics will find this book an essential resource for understanding this major strand of American politics.

  • 6 - How BSPs Address the Pathologies of Modern Corporate Governance

  • from Part II - The Board Service Provider
  • Stephen M. Bainbridge, M. Todd Henderson
  • Book: Outsourcing the Board
  • Published online: 19 April 2018
  • Print publication: 26 April 2018, pp 104-119

  • Summary

    Chapter 6 argues that BSPs could deliver, at least in some instances, better corporate governance at lower costs. In this Chapter, we demonstrate that claim by mapping the BSP model to the functions played by the modern board: management, service, and monitoring management. In each of these areas, the BSP has the potential to make improvements or at least do no harm. In doing so, Chapter 6 identifies a number of ways in which BSPs could help reduce the pathologies of the current board model of corporate governance. A significant advantage of the BSP model is the potential to ameliorate the problems identified in Chapter 5 by taking advantage of the potential economies of scale and scope inherently created when economic activity is brought within an organization rather than conducted by individuals. In addition, BSPs would be more accountable than the group of individuals currently providing board services; indeed, we believe that the accountability of the whole would be greater than the sum of the liabilities of the parts.

  • 8 - BSPs and the Law

  • from Part III - Legal Issues
  • Stephen M. Bainbridge, M. Todd Henderson
  • Book: Outsourcing the Board
  • Published online: 19 April 2018
  • Print publication: 26 April 2018, pp 137-156

  • Summary

    Chapter 8 explores the legality of BSPs under current law, which admittedly creates numerous obstacles to affecting our proposal, all of which therefore require rethinking. The most obvious hurdle is the requirement—embedded in a surprisingly large number of provisions of state corporation law, stock exchange listing standards, and various federal laws—that directors be “natural persons.” This Chapter identifies the legal barriers to creating BSPs and argues that they should be eliminated so as to allow BSPs to become an option for corporations hiring board services. In addition to reviewing U.S. law, this Chapter will examine the law of other countries to determine the extent to which they permit the use of BSPs. Particular emphasis will be placed on the UK example, where BSPs are permitted but rarely used.

  • 1 - A Brief History of the Board

  • from Part I - Corporate Boards
  • Stephen M. Bainbridge, M. Todd Henderson
  • Book: Outsourcing the Board
  • Published online: 19 April 2018
  • Print publication: 26 April 2018, pp 17-29

  • Summary

    Chapter 1 traces the history of the board of directors. Our goal is to uncover the origin story in the hopes of explaining why boards look the way they do, centuries later. As it turns out, the modern board owes much to its ancient ancestors, in this is not a good thing. Board are, despite recent improvements, stuck in the past, and it is a past that does not fit with modernity.

  • 5 - Board Service Providers

  • from Part II - The Board Service Provider
  • Stephen M. Bainbridge, M. Todd Henderson
  • Book: Outsourcing the Board
  • Published online: 19 April 2018
  • Print publication: 26 April 2018, pp 87-103

  • 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.

  • 3 - Grading Boards

  • from Part I - Corporate Boards
  • Stephen M. Bainbridge, M. Todd Henderson
  • Book: Outsourcing the Board
  • Published online: 19 April 2018
  • Print publication: 26 April 2018, pp 57-64

  • Summary

    In Chapter 3, we observe that boards of directors have long had bad press and explain why that has been the case. From Adam Smith in the 1770s, to William O. Douglas in the 1930s, to the Securities and Exchange Commission (SEC) in 2009, critics have complained about boards. While there is some evidence that many modern boards outperform their predecessors, it would be Pollyannaish to deny that there is still much room for improvement in board performance. The aftermath of the financial crisis of 2007-2008, for example, revealed widespread board failures in areas such as enterprise risk management. Still another widely asserted criticism is that boards have failed to rein in allegedly runaway executive compensation. This Chapter will briefly review the leading criticisms that have been launched at the board of directors as an institution over the years, with special emphasis on recent critiques. We will examine complaints about board performance during the financial crisis, for example, as well as such current arguments as the lack of board diversity.

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