Chapter one is divided in two parts. Part 1 examines the component elements of the model company. Part 2 examines the way in which the model company hypothesized in Part 1 has been eroded. The chapter concludes that a combination of judicial interpretation and statutory intervention regarding the elements of the model has made it unworkable. Chapter two focuses on the model legal control element of the company, the board of directors. It examines firstly the model function of the board. It then examines how the exercise of the directors' managerial discretion can be interfered with by the members. It concludes that the board has been degraded to a secondary organ. Chapter three examines the effect of the institutional investor on the degraded model legal structure. It concludes that the presence of a large shareholder within the company with interests other than those of the company to pursue, has a further degrading effect on the model legal structure of incorporated companies. Chapter four focuses on the directors duty to act "bona fide in the interests of the company" and finds that the judicial definition of that duty has considered the shareholders interest as paramount. Here the directors' discretion within this duty to make decisions based on the long term or future interests of the shareholders has been eroded by remuneration schemes designed to create a concurrence of interests between the shareholders and the directors. Thus the directors have a duty to act in the interest of the shareholders, the majority of whom, within public limited companies, are institutional. Chapter five considers the conclusions from each of the above chapters and examines one particular example where the eroded model can be clearly seen. This chapter recommends regulating private and public companies separately and suggests some potential answers to the eroded model legal structure.