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79 Wash. U. L. Q. 403 (2001)
Director Accountability and the Mediating Role of the Corporate Board

handle is hein.journals/walq79 and id is 413 raw text is: Washington University
Law Quarterly
VoLUME 79                        NUMBER2                                2001
F. HODGE O'NEAL CORPORATE &
SECURITIES LAW SYMPOSIUM
CORPORATE ACCOUNTABILITY
DIRECTOR ACCOUNTABILITY AND THE
MEDIATING ROLE OF THE CORPORATE BOARD
MARGARET M. BLAIR*
LYNN A. STOUT**
Abstract
One of the most pressing questions facing both corporate scholars
and businesspeople today is how corporate directors can be made
accountable. Before addressing this issue, however, it seems important
to consider two antecedent questions: To whom should directors be
accountable? And for what?
* Dr. Margaret M. Blair, Sloan Visiting Professor at the Georgetown University Law Center
and Research Director for the Georgetown-Sloan Project on Business Institutions. Professor Lynn A.
Stout, Professor of Law at the Georgetown University Law Center and Director of the Georgetown-
Sloan Project on Business Institutions.
** Research on this article was funded in part by the Alfred P. Sloan Foundation, through its
funding of the Georgetown-Sloan Project. An earlier draft was presented at the conference on
Corporate Accountability organized by the Washington University School of Law and the Institute for
Law & Economic Policy. We would like to thank the conference participants for their helpful insights
and suggestions. We would also like to note our special debt to Melvin Eisenberg, Michael Bradley,
George Kim Johnson, and Randall Thomas for their comments. Finally, we would like to extend our
thanks to Anthony Danti for his research assistance.

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