The corporate form has consistently proven to be a superior method of business organization. Great industrial economies have grown and prospered where the corporate legal structure has been prevalent. This organizational form, however, has not existed and served without flaw. The multiple problems arising out of the fundamental agency nature of the corporate relationship have continually hindered its complete economic effectiveness. Where ownership and management are structurally separated, how does one assure effective operational efficiencies? Traditionally, the solution lay in the establishment of a powerful monitoring intermediary the board of directors, whose primary responsibility was management oversight and control for the benefit of the residual equity owners. To assure an effective agency, traditionally, the board was chosen by and comprised generally of the business’s largest shareholders. Substantial shareholdership acted to align board and shareholder interests to create the best incentive for effective oversight.
Additionally, legal fiduciary duties evolved to prevent director self dealing, through the medium of the duty of loyalty, and to discourage lax monitoring, through the duty of care. No direct compensation for board service was permitted. By the early 1930's, however, in the largest public corporations, the board was no longer essentially the dominion of the company’s most substantial shareholders.