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8 Wm. & Mary Pol'y Rev. 1 (2016-2017)

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 [VOL. 8.1