Towards a True Corporate Republic: A Traditionalist Response to Lucian's Solution for Improving Corporate America
Leo E. Strine Jr.
Government of the State of Delaware - Court of Chancery
February 13, 2006
Harvard Law and Economics Discussion Paper No. 541
In this essay, Vice Chancellor Strine responds to Professor Bebchuk's proposal to empower stockholders to amend corporate charters. Critiquing that proposal from the perspective of a corporate law traditionalist, Strine notes that traditionalists will fear that the proposal will undermine managerial flexibility and will give clout to unaccountable institutional intermediaries. In a more constructive vein, the essay posits a reform of the corporate election system designed to address the legitimate concerns raised in Professor Bebchuk's thought-provoking article but in a traditionalist manner more consistent with the republican model of corporate democracy characteristic of American corporate law.
Number of Pages in PDF File: 42
Keywords: corporate governance, shareholders, managers, directors, boards, proxy contests, precatory resolutions, corporate charters, corporate elections
JEL Classification: D70, G30, K22working papers series
Date posted: February 14, 2006
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