70 Brook. L. Rev. 1313 (2004-2005)
Structural Holes, CEOs, and Informational Monopolies - The Missing Link in Corporate Governance

handle is hein.journals/brklr70 and id is 1323 raw text is: Structural Holes, CEOs, and
Informational Monopolies
THE MISSING LINK IN CORPORATE GOVERNANCE*
Lawrence E. Mitchell'
Where was the board? This is the question that has
resounded throughout the business and scholarly communities,
as well as the public more broadly, as scandals from Enron to
WorldCom and more have come to light over the last several
years. Traditional corporate governance scholarship, as well as
generally accepted legal principles, tell us that the board is the
ultimate   corporate   monitor, the     failsafe  for  managerial
excesses and the circuit breaker in times of corporate crisis.'
But case after case of corporate scandal, as well as garden-
variety   stockholder   litigation, reveals   that   boards   were
.© 2005 Lawrence E. Mitchell. All Rights Reserved.
t John Theodore Fey Research Professor of Law, The George Washington
University. My thanks go to Bernie Black, Bill Bratton, Ron Burt, Claire Moore
Dickerson, Allen Kaufman, Don Langevoort, Marleen O'Connor, Mike Selmi, and Dalia
Tsuk.
See, e.g., Edward S. Adams, Corporate Governance after Enron and Global
Crossing: Comparative Lessons for Cross-National Improvement, 78 IND. L. J. 723, 725-
29 (2003); Richard S. Booth, Form and Function in Business Organizations, 58 BUS.
LAW. 1433, 1448 (2003); Michael P. Dooley, Two Models of Corporate Governance, 47
Bus. Law. 461, 527 (1992); Martin Lipton, Corporate Governance in the Age of Finance
Corporatism, 136 U. PA. L. REV. 1, 6 (1987); see generally Robert W. Hamilton,
Corporate Governance in America 1950-2000: Major Changes But Uncertain Benefits,
25 J. CORP. L. 349 (2000); ADOLPH A. BERLE & GARDINER C. MEANS, THE MODERN
CORPORATION AND PRIVATE PROPERTY (1932).

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