Reconstructing the corporation : from shareholder primacy to shared governance / Grant M. Hayden, Matthew T. Bodie, Saint Louis University School of Law.

Format:

Book

Author/Creator:

Hayden, Grant M., author.

Bodie, Matthew T., author.

Language:

English

Subjects (All):

Corporation law--United States.

Corporation law.

Physical Description:

1 online resource (xiii, 274 pages) : digital, PDF file(s).

Edition:

1st ed.

Place of Publication:

Cambridge, United Kingdom ; New York, NY, USA : Cambridge University Press, 2020.

Summary:

Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. This book critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.

Contents:

Introduction

Preference Aggregation in Political Institutions

Preference Aggregation in Corporations

The Corporation as Contract

Shareholder Homogeneity

The Argument from the Residual

The Argument from Arrow's Theorem

The Shareholder Franchise and Board Primacy

A Firm-Based Approach to Corporate Voting Rights

Democratic Participation and Shared Governance

The German Codetermination Experience

Conclusion

Notes:

Title from publisher's bibliographic system (viewed on 22 Feb 2021).

ISBN:

1-108-91619-8

1-108-91680-5

1-316-48132-8

OCLC:

1249473590