Minorities, Shareholder and Otherwise

61 Pages Posted: 15 Jul 2003 Last revised: 16 Nov 2011

See all articles by Anupam Chander

Anupam Chander

Georgetown University Law Center

Date Written: November 15, 2011


Corporate law understands what constitutional law does not. Minority status matters to law. Where today's constitutional jurisprudence of equal protection aspires to colorblindness, corporate law places minority concerns at the heart of its endeavor. The minorities of corporate law are minority shareholders - investors holding small, noncontrolling interests in the corporation. By contrasting corporate and constitutional law, I begin to conceptualize "minority" status as a legal fact.

I begin by rereading the corporate canon. I show that body's concern not just for wealth maximization, but also its distribution. I reveal corporate law's deep commitment to protecting minority shareholders, operationalized through an elaborate common law and statutory framework.

I then apply corporate law's theory of minorities to three hot button debates in the constitutional law realm: affirmative action (recently addressed by the Supreme Court in Grutter and Gratz), California's Racial Privacy Initiative (put to vote in 2003), and the demographic shift to a majority minority polity (already reality in California).

Keywords: corporate governance, shareholder wealth maximization, minority shareholders, affirmative action, majority minority

JEL Classification: L20, J7

Suggested Citation

Chander, Anupam, Minorities, Shareholder and Otherwise (November 15, 2011). Yale Law Journal, Vol. 113, October 2003, UC Davis Legal Studies Research Paper No. 280, Available at SSRN: https://ssrn.com/abstract=415920

Anupam Chander (Contact Author)

Georgetown University Law Center ( email )

Washington, DC

HOME PAGE: http://Chander.org

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