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A New Model of Governance

Agency theory, promulgated past academic economists in the 1970s, is behind the idea that corporate managers should make shareholder value their principal concern, and that boards should ensure they do. The theory regards shareholders as owners of the corporation—but that raises a grave accountability problem: Shareholders have no legal duty to protect or serve the companies whose shares they ain; they are shielded by the doctrine of limited liability from legal responsibility for those companies' debts and misdeeds; they may buy and sell shares without brake and are required to disclose their identities only in certain circumstances; and they tend to exist physically and psychologically distant from the companies' activities.

Joseph Bower and Lynn Paine examine the agency-based model's foundations and flaws and its implications for companies earlier proposing an alternative model that would have at its cadre the wellness of the enterprise rather than virtually-term returns to its shareholders. Their model would refocus companies' attention to innovation, strategic renewal, and investment in the future.

The CEO View

David Pyott led Allergan during a hostile takeover try by Valeant Pharmaceuticals and Pershing Square Upper-case letter Management in 2014. He describes how he fended off their bid and what companies need to exercise to reorient themselves toward long-term growth.

The Board View

Barbara Hackman Franklin, an good in corporate governance, sees her field as a tripartite system of checks and balances. Activist shareholders, she says, are a new and worrying complication. Here she proposes some important changes boards demand to brand.

The Information

Five charts reveal that long-term-focused companies surpass their short-term-focused peers on several important financial measures and create significantly more than jobs.

The complete spotlight parcel is bachelor in a unmarried reprint.

A version of this article appeared in the May–June 2017 issue of Harvard Business Review.