Social Conceptions of the Corporation: Insights from the History of Shareholder Voting Rights

Abstract:     
The diversity of voting rules in today's corporations indicates that power is distributed among shareholders in a great variety of ways, but current theories of the corporation have little to say about this diversity. For insight into the significance of different ways of distributing power among shareholders and the social conceptions of the corporation that they imply, this Article develops a historically-grounded framework for evaluating the political import of shareholder voting rights. Sketching out the history of shareholder voting rights since the early nineteenth century, it shows how the distinctive meaning of the twentieth-century term "shareholder democracy" grew out the vertical power relations that had come to characterize American corporations by mid-century. To recalibrate our understanding of horizonal power relations, this Article explores a handful of controversies over voting rules in the nineteenth century. Finally, it applies this more nuanced understanding to present-day voting rules and suggests that competing social conceptions of the corporation are as alive today as they were in the nineteenth century.

Keywords: corporations, corporate governance, shareholder voting rights, corporate suffrage, history

JEL Classifications: A13, D72, G32, G34, K22, N21, N41, N81, P12

Accepted Paper Series