ABSTRACT
This chapter explores the implications of director primacy across a range of core corporate law doctrines. It addresses the director primacy model's application to such basic issues as shareholder voting rights and the powers of the board with respect to corporate takeovers. The chapter aims to broadly lay out the basic concepts of director primacy, the focuses on doctrine than on first principles. The director primacy theory offers unique answers to the questions of the means and ends of corporate governance. In sum, because the formal structure of corporation law mandates that management is subordinate to the board of directors and because board capture no longer has as much real-world relevance as it once did, director primacy proves superior to managerialism from both normative and positive perspectives. The standard nexus of contracts model treats the corporation as a nexus of contracts among the various factors of production.
