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Shareholder Eugenics in the Public Corporation

58 Pages Posted: 17 Aug 2011 Last revised: 29 May 2012

Edward B. Rock

New York University School of Law

Date Written: 2012

Abstract

In a world of active, empowered shareholders, the match between shareholders and public corporations can potentially affect firm value. This article examines the extent to which publicly held corporations can shape their shareholder base. Two sorts of approaches are available: direct/recruitment strategies; and shaping or socialization strategies. Direct/recruitment strategies through which “good” shareholders are attracted to the firm include: going public; targeted placement of shares; traditional investor relations; the exploitation of clientele effects; and de-recruitment. “Shaping” or “socialization” strategies in which shareholders of a “bad” or unknown type are transformed into shareholders of the “good” type include: choice of domicile; choice of stock exchange; the new “strategic” investor relations; and capital structure. For each type of strategy, I consider the extent to which corporate and securities law facilitates or interferes with the strategy, as well as the ways in which it controls abuse. In paying close attention to the relationship between shareholder base and firms, this article attempts to merge investor relations, very broadly construed, with corporate governance.

Keywords: Corporations, securities, investor relations, corporate governance, crafting the shareholder base in public corporations, good shareholders v. bad shareholders, recruitment, preference for certain shareholders, benefits and dangers of picking shareholders

JEL Classification: G32, K22

Suggested Citation

Rock, Edward B., Shareholder Eugenics in the Public Corporation (2012). Cornell Law Review, Vol. 97, Pg. 849, 2012; U of Penn, Inst for Law & Econ Research Paper No. 11-26. Available at SSRN: https://ssrn.com/abstract=1910681 or http://dx.doi.org/10.2139/ssrn.1910681

Edward B. Rock (Contact Author)

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

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