Private Ordering with Shareholder Bylaws
D. Gordon Smith
Brigham Young University - J. Reuben Clark Law School
Matthew G. Wright
Marcus Kai Hintze
affiliation not provided to SSRN
March 26, 2011
Fordham Law Review, Vol. 80, p. 125, 2011
In this Article, we propose legal reforms to empower shareholders in public corporations. Most shareholders participate in corporate governance in three ways: they vote, they sell, and they sue. We would expand the menu for shareholders in public corporations by enabling them to contract using shareholder bylaws. We contend that private ordering will improve shareholder monitoring of managers and create laboratories of corporate governance that benefit the entire corporate governance system.
Number of Pages in PDF File: 64
Keywords: shareholder empowerment, shareholder bylaws, corporate governance, private ordering, Delaware corporations, Rule 14a-8
JEL Classification: G34, K12, K22, L14, L22
Date posted: March 29, 2011 ; Last revised: June 10, 2015
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