Problem: Mechanically speaking, the shareholders elect the directors who elect the officers. In small businesses, this is the way it really works. However, in big business, the officers have practical control over the nomination and proxy solicitation process. Reacting to several high profile corporate failures, Congress has legislated greater power for directors. Discuss the distribution of power between the Board and Management.
Is increasing the power of the Board at the expense of the power of the Chief Executive always in the best interest of the shareholders? Contrast the similar issue in the political arena regarding the relative powers of Congress and the President.