There is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law
Stephen M. Bainbridge
University of California, Los Angeles (UCLA) - School of Law
October 6, 2008
UCLA School of Law, Law-Econ Research Paper No. 08-16
I review and comment herein on Anupam Chander's article, Minorities, Shareholder and Otherwise, 113 Yale L.J. 119 (2003). My critique focuses mainly on his underlying premise or, to put it another way, on showing that his analysis of corporate law doctrine is fundamentally flawed. Chander argues that, unlike constitutional law, "corporate law places minorities at the heart of its endeavor." Central to his project is an empirical claim that corporate law has an "elaborate framework" for "minority interests in the corporation." I argue that Chander's theoretical construct rests on a doctrinal foundation of sand. He persistently overstates the extent to which corporate law protects minority shareholders, while understating the freedom that law gives majority shareholders.
Number of Pages in PDF File: 9
Keywords: corporation, shareholder rights, minority shareholder, controlling shareholder
JEL Classification: K22
Date posted: October 7, 2008
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