I also recommend Professor Stout's book, and especially to fellow specialists and governance wonks. Not because I agree with her main thrust, her characterizati

I also recommend Professor Stout's book, and especially to fellow specialists and governance wonks. Not because I agree with her main thrust, her characterization of the orthodox view, or her conclusions about it, but because resisting the book in good conscience requires summoning foundational primary sources that practitioners don't have to handle very often. If you lead right, it's good to fight a southpaw from time to time. When recommending it to those who aren't corporate attorneys or otherwise involved in the subject matter, I include a caveat: If this is the only book you read on corporate governance, be aware that it's a controversial and contrarian book packaged for non-lawyers. If its subject were political, I could find and recommend a book arguing the opposite view it in a similar style. I'm not aware of any legal rebuttal that isn't presented in more traditionally legal, less approachable form. It's been reviewed in legal journals, but even most lawyers consider those long-winded and dense.