Abstract
The issue of U.S. corporate governance has been approached as a management structure without regard for the non-hierarchical oversight qualities that are embedded in the legal foundation of its birth. This paper reviews the: (1) U.S. federal Model Business Corporation that unifies the individual state corporate enabling statutes; and (2) The Delaware General Corporation Law that applies to over half of the U.S. Fortune 500 companies and posits the structure of U.S. corporate governance is nonhierarchical, though practiced hierarchically. Further, it is not always the full board that creates board action, and asymmetrical communication and asymmetrical member action create the conditions for vacuous voting.