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

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

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Description 1 online resource (xiii, 274 pages) 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 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." Bibliography Includes bibliographical references and index Subject Corporate governance -- Law and legislation -- United States Corporation law -- United States. Stockholders -- Legal status, laws, etc. -- United States Stock ownership -- Law and legislation -- United States Corporations -- Investor relations -- United States Corporations -- Investor relations Stock ownership -- Law and legislation Stockholders -- Legal status, laws, etc. Corporate governance -- Law and legislation Corporation law United States Form Electronic book Author Bodie, Matthew. author. ISBN 9781316481325 1316481328 9781316502914 1316502910

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