Involvement overboard: An evaluation of how and why corporate boards have become increasingly active and the problems the activity presents

The recent passage of the Sarbanes Oxley Act and a change in the Delaware Courts' willingness to review the conduct of directors has increased the level and changed the character of director involvement in corporations. This change is inefficient and reflects confusion amongst corporate boards as to what their role should be in the corporation. This Note suggests two concurrent solutions to this problem. First, the Delaware courts should formally adopt the ALI Monitoring Model to clarify the role that directors should serve in the corporation and second, the SEC should repeal section 404 of the Sarbanes Oxley Act because it is a large source of the confusion concerning how involved directors should be in the corporation.