Private Ordering with Shareholder Bylaws
D. Gordon Smith, Matthew Wright & Marcus Kai Hintze, 𝘗𝘳𝘪𝘷𝘢𝘵𝘦 𝘖𝘳𝘥𝘦𝘳𝘪𝘯𝘨 𝘸𝘪𝘵𝘩 𝘚𝘩𝘢𝘳𝘦𝘩𝘰𝘭𝘥𝘦𝘳 𝘉𝘺𝘭𝘢𝘸𝘴, 80 Fᴏʀᴅʜᴀᴍ L. Rᴇᴠ. 125 (2011).
shareholder empowerment, shareholder bylaws, corporate governance, private ordering, Delaware corporations, Rule 14a-8
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.
Reprinted in 54 Corporate Practice Commentator 147 (2012).
Fordham Law Review