Chander on Bainbridge on Chander on Non-Controlling Shareholders
By Lawrence Solum
Anupam Chander (University of California, Davis - School of Law) has posted Corporate Law's Distributive Design (Yale Law Journal Pocket Part, Forthcoming) on SSRN. Here is the abstract:
I respond to Steve Bainbridge?s critique of my 2005 Yale Law Journal essay, Minorities, Shareholder and Otherwise. My essay made two novel claims: that corporate law places protection of minority shareholders at the heart of its endeavor; and that this minority-mindfulness should have even greater purchase in constitutional contexts. In his new paper, Bainbridge challenges my account of corporate law?s solicitude for minority shareholders, suggesting that corporate law does not practice affirmative action for minority shareholders.
I rebut Bainbridge?s case analysis, demonstrating that the cases show clear judicial succor for minority (by which I mean non-controlling) shareholders. The overarching explanation for judicial action in corporate law matters can generally be found in the simple goal of protecting minority shareholders. Unlike current constitutional jurisprudence, then, corporate law does not embrace minority-blindness. Because of, or despite, a legal framework attentive to the most vulnerable among those contributing capital, corporations have proven to be remarkably successful forms of enterprise. Ultimately, I hope to spur the thought that human organizational forms stand to learn much from each other.
Minority Shareholders My essay There is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law has been posted to SSRN. Abstract: I review and comment herein on Anupam Chander’s article, Minorities, Shareholder and Otherwise, 113 Yale L...
Bainbridge on Investor Activism Investor Activism: Reshaping the Playing Field?, by STEPHEN M. BAINBRIDGE, University of California, Los Angeles - School of Law, was recently posted on SSRN. Here is the abstract: Shareholders of U...
Bainbridge on Epstein on Boumediene My friend Steve Bainbridge recently posted a discussion of Richard Epstein's op ed in the New York Times about the Supreme Court decision in Boumediene. Bainbridge notes: Famed li
Bainbridge Named to SEC The White House today announced that: President George W. Bush today announced his intention to nominate Stephen M. Bainbridge of California, to be Commissioner of the Securities and Exchange Commission, for the remainder of a five-year term expiring 6/05/08...
Schumer's "say on pay" Stephen Bainbridge criticizes both the substance of the proposal and its replacement of state with federal authority; Larry Ribstein proposes the subversive idea that maybe shareholders also deserve a "say on SOx"...
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