The key issue for American business today is whether the institution of the corporate board of directors, as we know it today, can survive as the governing organ of the public corporation. Will the migration from director-centric governance to shareholder-centric governance overwhelm American business corporations? The fundamental questions are (1) whether we will be able to attract qualified and dedicated people to serve as directors and (2) whether directors will become so risk averse that they lose the entrepreneurial spirit that has made American business great. . . .

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