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Full-Text Articles in Law
Understanding The (Ir)Relevance Of Shareholder Votes On M&A Deals, Randall S. Thomas, James D. Cox, Tomas J. Mondino
Understanding The (Ir)Relevance Of Shareholder Votes On M&A Deals, Randall S. Thomas, James D. Cox, Tomas J. Mondino
Vanderbilt Law School Faculty Publications
Has corporate law and its bundles of fiduciary obligations become irrelevant? Over the last thirty years, the American public corporation has undergone a profound metamorphosis, transforming itself from a business with dispersed ownership to one whose ownership is highly concentrated in the hands of sophisticated financial institutions. Corporate law has not been immutable to these changes so that current doctrine now accords to a shareholder vote two effects: first, the vote satisfies a statutory mandate that shareholders approve a deal, and second and significantly, the vote insulates the transaction and its actors from any claim of misconduct incident the approved …
Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards
Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards
Vanderbilt Law Review
Although hotly debated today, one of the prevailing theories in the mind of the public as to why the shareholders of a corporation possess the right to vote in corporate elections is the fact that shareholders "own" the corporation. Even though one academic has written that this theory is the "worst" argument for shareholder primacy, the notion that shareholders should vote in corporations because the corporation "belongs" to them is strongly entrenched in the minds of the general public; in fact, this theory of shareholder primacy often creeps into judicial opinions, showing that even judges are influenced by the theory. …