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8 Wm. & Mary Pol'y Rev. 1 (2016-2017)
The Directorist Model of Corporate Governance: Why a Dual Board Structure for Public Corporations Is Good for Shareholders, Entrepreneurs, Employees, Capitalism, and Society

handle is hein.journals/wamprev8 and id is 1 raw text is: 










WILLIAM & MARY  POLICY REVIEW


The          Directorist             Model            of        Corporate

Governance: Why a Dual Board Structure for

Public Corporations is Good for Shareholders,

Entrepreneurs, Employees, Capitalism, and

Society


Vahid  Dejwakh*

      This paper builds the case for a new  approach to corporate governance, the
Directorist model, which is a form of stakeholder theory. Part I introduces the relevant
concepts and issues facing corporate governance, and the reasons why corporate governance is
critical to the health of public corporations. Part II compares the American and German
governance systems, and seeks to draw some relevant lessons. Part III explains why the current
dominant viewpoint of shareholder primacy is wrongheaded and should be shelved. Part IV
argues for the Directorist view by using an analogy that compares a public corporation to a
school student, shareholders to the student's parents, and managers to the student's teachers.
Part V jully explains the Directorist model's dual board structure, function, and advantages.
Finally, Part VI concludes by calling for nothing short of the re-humanization of the public
corporation as a pivotal component and member of modern society.

I. INTRODUCTION:  THE  CORPORATION,   CORPORATE GOVERNANCE, AND
GLOBALIZATION
      A. COMPARATIVE ADVANTAGE, CAPITALISM, PUBLIC CORPORATIONS, AND AGENCY THEORY
      Homo  sapiens-sapiens has been described as the most social of all primates: we live and
work in groups, we consume in well-defined groups, and we trade in well-defined groups.' The

* Vahid Dejwakh graduated in 2015 from the College of William and Mary with a Juris Doctor and a Master's in
Public Policy. He is now a Senior Management and Systems Analyst with the City of Hampton, Virginia, and also
enjoys building web applications like www.thanktime.com in his spare time.
1 Bernard C. Beaudreau, World Trade: A Network Approach (Lincoln: iUniverse, 2004), 2.


1I


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