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Academic
: Legal Theory BlogGordon on Social Choice & Corporate Law
By Lawrence Solum
Jeffrey N. Gordon (Columbia Law School) has posted Shareholder Initiative: A Social Choice and Game Theoretic Approach to Corporate Law on SSRN. Here is the abstract:
By longstanding practice, shareholders of large public corporations have delegated almost all decision rights over business matters to the board of directors. Given current calls for shareholder empowerment, it is worth revisiting the basis for the existing practice, as reflected in this 1991 paper. Among other things, we see that this absolute delegation rule minimizes potential pathologies in shareholder voting, including possibilities for opportunistic side-dealings and destructive voting cycles. These risks must be addressed lest shareholder empowerment merely replace one set of problems with another.
Full post as published by Legal Theory Blog on January 28, 2008 (boomark / email).
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