Towards a True Corporate Republic: A Traditionalist Response to Lucian's Solution for Improving Corporate America

Abstract:     
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.

Keywords: corporate governance, shareholders, managers, directors, boards, proxy contests, precatory resolutions, corporate charters, corporate elections

JEL Classifications: D70, G30, K22

Working Paper Series