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Toward a New Theory of the Shareholder Role: 'Sacred Space' in Corporate Takeovers

Robert B. Thompson
Vanderbilt University - School of Law; Vanderbilt University - Owen Graduate School of Management

D. Gordon Smith
Brigham Young University - J. Reuben Clark Law School



Texas Law Review, Vol. 80, December 2001

Abstract:     
Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are "critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own." At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of shareholders and directors collide most dramatically, and highlight a necessary "sacred space" for shareholder self-help, free of director or judicial intrusion.

JEL Classifications: G34, K22

Accepted Paper Series

Date posted: September 18, 2001 ; Last revised: January 21, 2002

Suggested Citation

Thompson, Robert B. and Smith, D. Gordon, Toward a New Theory of the Shareholder Role: 'Sacred Space' in Corporate Takeovers. Texas Law Review, Vol. 80, December 2001. Available at SSRN: http://ssrn.com/abstract=280896 or doi:10.2139/ssrn.280896


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Contact Information

Robert Blakey Thompson (Contact Author)
Vanderbilt University - School of Law ( email )
131 21st Avenue South
Nashville, TN 37203-1181
United States
615-322-1002 (Phone)
615-322-6631 (Fax)
Vanderbilt University - Owen Graduate School of Management
401 21st Avenue South
Nashville, TN 37203
United States
Gordon Smith
Brigham Young University - J. Reuben Clark Law School ( email )
422 JRCB
Provo, UT 84602
United States
801.422.3233 (Phone)
801.422.0390 (Fax)
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