Duquesne Law Review


Eric A. Lustig


This article examines the new IRS Oversight Board as a governance device, particularly in light of corporate governance in the private sector. First, the author traces the history of the IRS, exploring past organizational and governance problems. The author then focuses on the reforms enacted in the 1998 IRS Restructuring and Reform Act, paying particular attention to the structural changes and establishment of the IRS Oversight Board. The author then engages in a critical review of the IRS Oversight Board, reviewing the Board from a corporate perspective by examining the role of directors in governing private corporations. The author's analysis tests the corporate analogy and considers recent criticisms of the corporate board model of governance in light of the current corporate scandals. The article ultimately concludes that, to the extent the creation of the IRS Oversight Board as a governance mechanism rests on a corporate analogy, the Board does not approach the reform suggested by the political rhetoric and does not significantly improve governance shortcomings.

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