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

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