Gordon Smith, Matthew Wright, and Marcus Hintze,
Private Ordering with Shareholder Bylaws,
Available at: https://digitalcommons.law.byu.edu/faculty_scholarship/345
shareholder bylaws, private ordering, corporate governance, Delaware corporations, Rule 14a-8, shareholder empowerment
In this Article, we propose legal reforms to empower shareholders in public corporations. Most shareholders participate in corporate governance in three ways: they vote, they sell, and they sue. We would expand the menu for shareholders in public corporations by enabling them to contract using shareholder bylaws. We contend that private ordering will improve shareholder monitoring of managers and create laboratories of corporate governance that benefit the entire corporate governance system.