The role of the director in a modern corporation has recently come under new scrutiny. The American Law Institute has proposed a "Restatement of Corporate Governance" which offers explicit guidelines for the conduct of corporate directors. The Institute proposes to increase the board of directors' responsibility for corporate affairs by raising the board's standard of care. The Proposed Restatement has, however, been criticized by the business community for failing to take into account the realities of corporate governance and for imposing a suffocatingly narrow set of guidelines. Corporate management is not in need of reform. But even if it were, the Proposed Restatement is not the solution.
Ira S. Levine
The Proposed Restatement of Corporate Governance: Is Reform Really Necessary?,
11 Pepp. L. Rev.
Available at: http://digitalcommons.pepperdine.edu/plr/vol11/iss3/3