Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Articles 1 - 6 of 6

Full-Text Articles in Law

The Shareholder Value Myth, Lynn Stout Feb 2015

The Shareholder Value Myth, Lynn Stout

Lynn A. Stout

No abstract provided.


On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout Feb 2015

On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout

Lynn A. Stout

In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted to approve …


Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn Stout Feb 2015

Are Stock Markets Costly Casinos? Disagreement, Market Failure, And Securities Regulation, Lynn Stout

Lynn A. Stout

No abstract provided.


Fiduciary Duties For Activist Shareholders, Iman Anabtawi, Lynn Stout Feb 2015

Fiduciary Duties For Activist Shareholders, Iman Anabtawi, Lynn Stout

Lynn A. Stout

Corporate law and scholarship generally assume that professional managers control public corporations, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders traditionally have been thought to have far more limited obligations. Outside the contexts of controlling shareholders and closely held firms, many experts argue shareholders have no duties at all. The most important trend in corporate governance today, however, is the move toward "shareholder democracy." Changes in financial markets, in business practice, and in corporate law have given minority shareholders in public …


Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn Stout Feb 2015

Are Takeover Premiums Really Premiums? Market Price, Fair Value, And Corporate Law, Lynn Stout

Lynn A. Stout

No abstract provided.


In Praise Of Procedure: An Economic And Behavioral Defense Of Smith V. Van Gorkom And The Business Judgment Rule, Lynn Stout Feb 2015

In Praise Of Procedure: An Economic And Behavioral Defense Of Smith V. Van Gorkom And The Business Judgment Rule, Lynn Stout

Lynn A. Stout

No abstract provided.