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There is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law

9 Pages Posted: 7 Oct 2008  

Stephen M. Bainbridge

University of California, Los Angeles (UCLA) - School of Law

Date Written: October 6, 2008

Abstract

I review and comment herein on Anupam Chander's article, Minorities, Shareholder and Otherwise, 113 Yale L.J. 119 (2003). My critique focuses mainly on his underlying premise or, to put it another way, on showing that his analysis of corporate law doctrine is fundamentally flawed. Chander argues that, unlike constitutional law, "corporate law places minorities at the heart of its endeavor." Central to his project is an empirical claim that corporate law has an "elaborate framework" for "minority interests in the corporation." I argue that Chander's theoretical construct rests on a doctrinal foundation of sand. He persistently overstates the extent to which corporate law protects minority shareholders, while understating the freedom that law gives majority shareholders.

Keywords: corporation, shareholder rights, minority shareholder, controlling shareholder

JEL Classification: K22

Suggested Citation

Bainbridge, Stephen M., There is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law (October 6, 2008). UCLA School of Law, Law-Econ Research Paper No. 08-16. Available at SSRN: https://ssrn.com/abstract=1279742 or http://dx.doi.org/10.2139/ssrn.1279742

Stephen Mark Bainbridge (Contact Author)

University of California, Los Angeles (UCLA) - School of Law ( email )

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