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

See all articles by Leo Strine

Leo Strine

University of Pennsylvania Law School; Wachtell, Lipton, Rosen & Katz; Columbia Law School

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

Strine, Leo, Towards a True Corporate Republic: A Traditionalist Response to Bebchuk's Solution for Improving Corporate America (2006). Harvard Law Review, Vol. 119, p. 1759, 2006, Harvard Law and Economics Discussion Paper No. 541, Available at SSRN: https://ssrn.com/abstract=883720 or http://dx.doi.org/10.2139/ssrn.883720

Leo Strine (Contact Author)

University of Pennsylvania Law School ( email )

3501 Sansom Street
Philadelphia, PA 19104
United States

Wachtell, Lipton, Rosen & Katz ( email )

51 W 52nd St
New York, NY 10019
United States
212-403-1178 (Phone)

Columbia Law School ( email )

435 West 116th St
NEW YORK, NY 10027

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