Trustee or Delegate? Understanding Representation to Illuminate Shareholder Governance and Regulatory Change

27 Pages Posted: 18 Mar 2012 Last revised: 28 Sep 2012

See all articles by Andrew Verstein

Andrew Verstein

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

Date Written: February 20, 2012

Abstract

It is generally agreed that directors are the shareholders representatives, but what is a representative and what is entailed by representation? Although courts and scholars have explored the duties and powers of directors as representatives, the concept of representation tends to go unexamined. By contrast, political philosophers have considered representation for centuries and political theorists have generated an extensive empirical literature. This article applies the representation theory scholarship to perennial and emerging problems in corporate law.

Keywords: Representation, Representative, Dodd-Frank, Corporate Governance, Trustee, Delegate, Director, Law, Fiduciary Duty, Proxy Access, Say on Pay, Executive Compensation

Suggested Citation

Verstein, Andrew, Trustee or Delegate? Understanding Representation to Illuminate Shareholder Governance and Regulatory Change (February 20, 2012). European Company and Financial Law Review, Vol. 9, pp. 74-100, 2012, Available at SSRN: https://ssrn.com/abstract=2025117

Andrew Verstein (Contact Author)

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

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