Abstract

http://ssrn.com/abstract=761904
 
 

Citations (1)



 
 

Footnotes (323)



 


 



The Fundamental Rights of the Shareholder


Julian Velasco


University of Notre Dame


Notre Dame Law School Legal Studies Research Paper No. 05-16
UC Davis Law Review, Vol. 40, No. 2, pp. 407-467, 2006

Abstract:     
Shareholders have many legal rights, but they are not all of equal significance. This article will argue that two rights — the right to elect directors and the right to sell shares — are more important than any others, that these rights should be considered "the fundamental rights of the shareholder," and that, as such, they deserve a great deal of respect and protection by law.

The history of corporate law has been one of increasing flexibility for directors and decreasing rights for shareholders. Although the law seems to have coalesced around the norm of shareholder primacy, this is not necessarily reflected in the specific legal rights of the shareholder. The role of the director in the corporation is clearly defined, but the role of the shareholder is not. This imbalance has led to the marginalization of the shareholder. A better understanding of the role of the shareholder is needed. This article seeks to advance that understanding by means of an in-depth analysis of shareholder rights. The goal of this article is to establish that the shareholder rights to elect directors and to sell shares are indeed fundamental. It will do so by demonstrating the importance of these rights from a wide variety of perspectives, including two types of doctrinal analysis as well as the three major competing theories of the corporation. Because these two rights are important — indeed, the most important — rights from almost any point of view, they ought to be respected as the fundamental rights of the shareholder.

Number of Pages in PDF File: 62

Keywords: corporate governance, shareholder rights, shareholder primacy, voting, takeovers

JEL Classification: K22

Accepted Paper Series


Download This Paper

Date posted: July 29, 2005  

Suggested Citation

Velasco, Julian, The Fundamental Rights of the Shareholder. Notre Dame Law School Legal Studies Research Paper No. 05-16; UC Davis Law Review, Vol. 40, No. 2, pp. 407-467, 2006. Available at SSRN: http://ssrn.com/abstract=761904

Contact Information

Julian Velasco (Contact Author)
University of Notre Dame ( email )
2113 Eck Hall of Law
P.O. Box 780
Notre Dame, IN 46556-0780
United States
574-631-4965 (Phone)
574-631-8078 (Fax)
HOME PAGE: http://law.nd.edu/faculty/julian-velasco

Feedback to SSRN


Paper statistics
Abstract Views: 5,368
Downloads: 1,083
Download Rank: 9,848
Citations:  1
Footnotes:  323

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo7 in 0.343 seconds