Bainbridge writes so much that it is hard to know where to start. But he seems to be boiling it down for you in advance of a corporate governance conference at UCLA. Here he is on director primacy; here he is on the misguided efforts to get corporations to act ethically, or at least less insidery.
I'm not sure that director primacy is consistent with a disregard for business ethics. If director primacy is taken seriously, then it can't prevent boards from acting in all kinds of ethical ways to the detriment of shareholders. Otherwise, it wouldn't be director primacy. And of course, boards do that all the time, particularly if they come from corporatist jurisdictions like, say, Germany of today, or pre-Depression America. But I make this probably well-known observation mildly - for internal corporate governance wisdom, the other authors of this blog are the better guides!
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