Towards a True Corporate Republic: A Traditionalist Response to Bebchuk's Solution for Improving Corporate America
25 Pages Posted: 14 Feb 2006 Last revised: 25 Nov 2014
Date Written: 2006
Abstract
In this essay, Vice Chancellor Strine responds to Professor Bebchuk's proposal to empower stockholders to amend corporate charters. Critiquing that proposal from the perspective of a corporate law traditionalist, Strine notes that traditionalists will fear that the proposal will undermine managerial flexibility and will give clout to unaccountable institutional intermediaries. In a more constructive vein, the essay posits a reform of the corporate election system designed to address the legitimate concerns raised in Professor Bebchuk's thought-provoking article but in a traditionalist manner more consistent with the republican model of corporate democracy characteristic of American corporate law.
Keywords: corporate governance, shareholders, managers, directors, boards, proxy contests, precatory resolutions, corporate charters, corporate elections
JEL Classification: D70, G30, K22
Suggested Citation: Suggested Citation
Do you have a job opening that you would like to promote on SSRN?
Recommended Papers
-
Corporate Governance and Shareholder Initiatives: Empirical Evidence
By Jonathan M. Karpoff, Paul H. Malatesta, ...
-
The Impact of Shareholder Activism on Target Companies: A Survey of Empirical Findings
-
Shareholder Activism and Corporate Governance in the United States
-
Monitoring: Which Institutions Matter?
By Kai Li, Jarrad Harford, ...
-
Hedge Fund Activism, Corporate Governance, and Firm Performance
-
By Tim C. Opler and Jonathan S. Sokobin
-
The Evolution of Shareholder Activism in the United States
By Stuart Gillan and Laura T. Starks