Corporate Governance in the US Term Paper

Pages: 4 (1225 words)  ·  Bibliography Sources: 2  ·  File: .docx  ·  Level: Doctorate  ·  Topic: Business


I agree with Manne's viewpoint that the law should be abolished. I believe without laws and regulations, fraud, and misconduct in companies will increase. There will be no rules to govern companies and managers as well as executives will take advantage of this fact. They will misappropriate the finances, and in the end will reduce the sales of products. This will greatly hurt the economy. However, the ethical code of conduct stipulates that abuse of office is illegal and that anyone who participates in abuse of office should be severely addressed.

He further claims that regulations failing to detect major problems must be eradicated. He says that regulations intervene in trivial issues. I believe that the lack of laws and regulations will give employees the leeway to do that which they believe it is right even when it is not. This will increase problems in corporations and will violate the code of ethics. Equality of all the members of the corporations will be disregarded. This will increase the animosity between the employees and in turn affect the performance in the end (Manne, 2003, p. 1384).

Manne also criticizes the government efforts to safeguard the rights of stakeholders and shareholders. This is in line with the moral principles that claim that all individuals need to equal treated. He supports his arguments by claiming that the government intervention does not treat everyone equally, and that it increases the administrative burden on the board as well as the management. This argument accommodates the ethical principle where everyone's decisions and rights need to be safeguarded (Ray, 2011, p. 7).Download full Download Microsoft Word File
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TOPIC: Term Paper on Corporate Governance in the US Assignment

Every state is given the mandate to enact their own laws and some states such as Delaware misuse this freedom. For example, Delaware law denies the stakeholders to air out their views in the management and operations of the company. Civil law suits are shielded concerning control and management of stakeholders. For this reason, minority shareholders may be harmed. Shareholders are also forbidden from challenging the decisions made by the board. The board has control over the nomination of board members and excludes minority shareholders. For this reason, they violate the ethical code of conduct where freedom of speech is compulsory. This leads to numerous financial misappropriation cases (Manne, 2003, p. 1386).

Manne supports the unregulated system like those offered in Delaware. He claims that it gives the management the powers to control and manage shareholders. However, I do not approve of his proposal of an unregulated system. This is because it gives the management the leeway to carry out unscrupulous activities without regards to the rights and freedom other individuals in the corporation such as shareholders. Manne is interested in safeguarding the rights of investors only. However, ethical principles are vital for the smooth running of the corporation. The unregulated system that is being proposed by Manne would not safeguard the constitutional rights to prevent the manipulation of minority shareholders and investors. It would not prevent abuse of office and power (Ray, 2011, p. 9).

His arguments fail to recognize most of the OECD principles. He rejects the shareholders' rights as well as disclosure. The only duty imposed on the Board according to Manne is to prevent the occurrence of fraud in the corporation. On the other hand, the OECD principles are responsible for charging the board with the responsibility on charging the board with the protection of shareholder's interests. Therefore, his proposal on the unregulated system is not in line with the OECD principles.


Manne, G.H. 2003. A free Market Model of a Large Corporation System. Emory L.J. vol. 52: 1381- 1400


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APA Style

Corporate Governance in the US.  (2014, May 23).  Retrieved August 3, 2021, from

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"Corporate Governance in the US."  May 23, 2014.  Accessed August 3, 2021.