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Part I of this Article describes the context in which the issues of corporate governance typically arise and the common sources of conflict among management, shareholders, and creditors. We also review other studies which bear on the corporate governance issues we address. Part II describes the sources of management power and the means by which that power is limited or controlled by various constituencies. In Part III, we examine the uses managements made of their power. We attempt to assess how much power managements had and for whose benefit they applied it. In Parts II and III, our discussion is informed both by theoretical perspectives that would attempt to predict a priori how management should behave and our empirical findings on how they in fact did behave. In Part IV we evaluate a proposal to avoid the problem of corporate governance by requiring an auction sale of the company shortly after the filing of the case. We express serious doubt. Part V addresses the normative question that lies at the center of the article: for whose benefit should management govern the large, publicly held company in bankruptcy reorganization?