This article argues in support of state corporate law either prohibiting CEOs from serving as chairman of the board or from serving as directors of public companies. By limiting the ability of CEOs to dominate the governance process and giving directors increased separation and independence from...

Recent corporate scandals and allegations of corporate fraud in public companies have most people asking how things went so wrong. When looking to assess blame for corporate malfeasance, many ask, “Where were the lawyers?” In several high-profile corporate fraud investigations, outside and...