Private Ordering with Shareholder Bylaws


shareholder empowerment, shareholder bylaws, corporate governance, private ordering, Delaware corporations, Rule 14a-8

Document Type



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.

General Notes

Reprinted in 54 Corporate Practice Commentator 147 (2012).

Publication Title

Fordham Law Review



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