UC Law Journal


This Article addresses the changing role of the corporate director, focusing on the structure, composition, and responsibilities of boards of directors. Three noteworthy trends are examined: the increasing acceptance of the need for nonmanagement directors, the widespread use of board committees as a means of effective decisionmaking, and the increased attention to the due diligence requirement for individual directors. The author contends that these modern trends, while responding to contemporary concerns with corporate accountability, pose at least two fundamental questions. First, for whom should the director-particularly the nonmanagement director-act: the shareholders or society at large? Second, what responsibilities can we rightly expect directors-particularly nonmanagement directors-to assume? The author concludes that the persons selected as nonmanagement directors should exhibit personal qualities of character, maturity and experience, as well as a commitment to make the corporate governance process work in order to further the long-term interests of the private enterprise system.

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