ABSTRACT
As Chapter 1 comments, the corporate governance literature addresses the question of how to strengthen the motivations of managers to act in the best interests of shareholders. By contrast, the normative thrust of most administrative and constitutional law has been to recognise the importance of constraining the exercise of government power, based on its possible misuse in ways that are not 'public-regarding'. It follows that the relocation of some part of the enterprise of government, of business character, into a corporation, creates a fundamental question about the balance of power between managers and governmental shareholders. It cannot satisfactorily be answered by a glib premise of assimilating the GC with the Be. This is especially true if some or all of the constitutional law and administrative safeguards constraining government power, such as the right to judicial review of administrative action, are abrogated by situating the enterprise as a GC. On the other hand, the weaker controls on managers, arising from limited market forces, may require that the executive government have more power to intervene in governance than shareholders normally exercise in BCs.
