Academic

Bainbridge on Affirmative Action for Shareholders

By Lawrence Solum

Stephen M. Bainbridge (University of California, Los Angeles - School of Law) has posted There is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law on SSRN.  Here is the abstract:

I review and comment herein on Anupam Chander's article, Minorities, Shareholder and Otherwise, 113 Yale L.J. 119 (2003). My critique focuses mainly on his underlying premise or, to put it another way, on showing that his analysis of corporate law doctrine is fundamentally flawed. Chander argues that, unlike constitutional law, "corporate law places minorities at the heart of its endeavor." Central to his project is an empirical claim that corporate law has an "elaborate framework" for "minority interests in the corporation." I argue that Chander's theoretical construct rests on a doctrinal foundation of sand. He persistently overstates the extent to which corporate law protects minority shareholders, while understating the freedom that law gives majority shareholders.

Highly recommended.

Full post as published by Legal Theory Blog on October 20, 2008 (boomark / email).