In Chapter 2, we turn to the question of what do boards do today? Corporation statutes tell us that the corporation’s business and affairs “shall be managed by or under the direction of a board of directors,” but if this statutory command ever reflected real-world practice, it has long since ceased to do so. In order to assess the merits of the BSP model, we therefore need to identify the real-world functions performed by modern boards of directors. A modern board’s job has three components: management, oversight, and service. The balance between them has varied over time and from firm to firm, as we shall briefly demonstrate with a review of the historical development and evolution of the board. As we shall see, however, the long-term trend has been to emphasize the board’s role as monitors of the top management team. This trend has been given even more power in recent years, with the increasingly compliance obligations being imposed on boards of directors by both federal securities laws and state corporate law. Boards are more removed from the day-to-day job of running the firm than ever in the history of corporate affairs, and yet law leans on board members more and more.