The development of the corporate governance in the United States has been progressing with the fact of how the management who takes charge of the corporate management to do business operations for interests of shareholders, the owners of the corporation, on the presupposition of separation between ownership and management control. Based on this thought, the ALI principles which consist of the original frame of the corporate governance of the United States aim at reform of the board of directors in order to make the control system which is able to support interests of minority shareholders. The principles design to enhance independence of the monitoring agency through adoption of the outside directors system and to make the substantial monitoring function through establishment of internal committees, especially, an audit committee. In order to increase the monitoring function to the management by the reform of the board of directors, it is necessary for outside directors to be equipped with independence and professionality as to management. I Iowever, there are practical and institutional problems that it is not easy to find out persons with all of the independence and professionality, and that even if there is such person, it is also hard to elect a director in the general shareholders` meeting who is supported by minority shareholders. The more important issue is that the minority shareholders, who would have to actively take part in the construction of the board of directors, have a tendency to act according to principles of the securities market without concerns over the corporate management: viz. it is a general attitude that shareholders leave the corporation by selling the shares on the market, instead of increasing monitoring to the management in accordance with the Wall Street Rule. Also, where a shareholder has concerns and interests as regards the corporate management, it distinctively shows the free ride attitude: the shareholder tends to just wait and see without voluntarily going forward by herself to do something for such concerns and interests with her costs, hoping others to solve the matters. This tendency of shareholders in the stock market reveals an essential limit of the American corporate system, namely shareholderism as for business operations and corporate governance.