Stephen Davis, Nonresident Senior Fellow regarding Governance Studies at the Brookings Institution, and a much-acclaimed author, Professor, and commentator on governance issues, has written a brilliant analysisthat pinpionts what ailscorporate governance in this modern era we have been entering (without realizing it) for some decades now. The paper can be downloadede at the link below
http://www.brookings.edu/research/papers/2012/06/01-shareholder-davis