Page 15 21 Health Matrix 189, * their assets to the board of directors, the firm's stakeholders are beset with the problem of holding the board of directors accountable. This is the agency problem: how do you ensure that corporate directors (agents) operate faithfully on behalf of their stakeholders, rather than in directors' own interests through general malingering or outright stealing of corporate assets? -3 The prevailing view is that different stakeholders should get different solutions to the agency problem. Shareholders require the exclusive fiduciary attention of directors inside the corporate boardroom because of their (the shareholders) distance from firm operations. Workers, in comparison, are physically present on the shop floor and can therefore monitor and negotiate the terms of their labor themselves, individually or collectively. Consumers are present at the cash-register and can monitor their interest in corporate activity by inspecting the goods, services, and prices offered. In sum, the agency problem is managed for shareholders by imposing fiduciary obligations to shareholders on the board of directors, while the agency problem for workers and consumers is managed primarily by particula ['i94] rized terms in specific contracts on a negotiated or take-it-or- leave-it basis. Where workers and consumers are vulnerable and cannot protect their interests through contract, corporate theory calls for such vulnerabilities to be solved through external governmental regulation such as labor laws and consumer protection statutes, rather than through any departure from shareholder primacy in firm governance. Corporate law theorists contend that this organizational design is in the best interest of capital, labor, and consumers. It is therefore the regime that these stakeholders would voluntarily agree to if they sat down and negotiated the matter (or at least it is the regime they would all agree to after hearing a lecture on shareholde