Corporations simultaneously claim that human capital is increasingly important to their success and that they seek to maximize shareholder value. This paper studies the relationship between these two developments. We show that the pursuit of shareholder interests may require ceding a role in corporate governance to employees in order to motivate their investing in firm-specific human capital. Doing so becomes more attractive as these investments increase in importance. This result also bears on the debate about reforming European and Japanese governance systems in the direction of the American system, reducing employees’ influence. In this context, we present a model on the optimal choice of governance systems, along ideas suggested by Holmstrom.