Charles Whitehead - ‘One Size Fits All’ Regulation Typically Doesn’t Work

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Nov 20, 2015
by Heather Jaber
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Charles Whitehead - ‘One Size Fits All’ Regulation Typically Doesn’t Work

Charles Whitehead, law professor at Cornell Law School, discussed the nature of corporate governance today and the case for diversity on the board

Whitehead teaches in the corporate and the mergers and acquisitions and the financial areas, security regulation and banking regulation, at Cornell Law School. 

For about twenty years, Whitehead worked in the finance, law, and business sphere in the US, the UK?, and Japan, before finally getting back to what he had initially planned to do when he left law school—become an academic. For the past ten years, he has been in academia, and the transition was not easy.

“It was a difficult transition but it was a good transition,” he said. “It was the way one of my colleagues describes it: ‘I was a beetle, and now I've become an entomologist.’”

The participant of Corporate Governance in the Global Economy: The Changing Role of Directors discussed the nature of corporate governance today and the tendency to regulate for the future based on past scandals. Today, he said, we are witnessing reactions to scandals and perceived issues, and the response has largely been a one size fits all approach to regulation.

“One size fits all typically doesn't work,” said Whitehead. “A large company is run quite differently from a smaller company. Companies in regulated industries have very different issues from companies outside the US and you potentially are actually limiting the way in which board members can respond to future problems as they come up.”

More intrusive regulation at the federal level means that there is less flexibility for the board.

“If were worried about looking forward and being able to adjust for change,” said the Fellow, “having less flexibility doesn't strike me as the right answer.”

Whitehead also discussed diversity of backgrounds on the board. The professor received the Anne Lukingbeal Award from Cornell Law School last year, which goes to a faculty or staff member who exemplifies commitment to women of Cornell.

“Theres a really strong argument for having different perspectives. This goes beyond simply gender. You want to have people with different backgrounds, cultural backgrounds, gender backgrounds, professional backgrounds.”

The key question here, he said, is whether or not you can create that diversity while maintaining a collegial board. 

“And the answer should be yes,” he said, “because it’s a valuable thing for the company, it’s a valuable thing for the board, and it makes the board more effective.”


Charles Whitehead was a participant at the Salzburg Global Program Corporate Governance in the Global Economy: The Changing Role of Directors, which is part of the multi-year series Salzburg Forum on Global Developments in Corporate Governance. The session was hosted in partnership with BNY Mellon, Goldman Sachs, and Shearman & Sterling LLP and was sponsored by Barclays, LIXIL, Deloitte Touche Tohmatsu, Mars, Potter Anderson & Corroon LLP, the state of Delaware, and Warburg Pincus. More information on the session can be found here: http://www.salzburgglobal.org/go/550.