Book contents
- Reconstructing the Corporation
- Reconstructing the Corporation
- Copyright page
- Dedication
- Contents
- Preface
- Acknowledgments
- 1 Introduction
- 2 Preference Aggregation in Political Institutions
- 3 Preference Aggregation in Corporations
- 4 The Corporation as Contract
- 5 Shareholder Homogeneity
- 6 The Argument from the Residual
- 7 The Argument from Arrow’s Theorem
- 8 The Shareholder Franchise and Board Primacy
- 9 A Firm-Based Approach to Corporate Voting Rights
- 10 Democratic Participation and Shared Governance
- 11 The German Codetermination Experience
- 12 Conclusion
- Notes
- Index
1 - Introduction
Published online by Cambridge University Press: 18 February 2021
- Reconstructing the Corporation
- Reconstructing the Corporation
- Copyright page
- Dedication
- Contents
- Preface
- Acknowledgments
- 1 Introduction
- 2 Preference Aggregation in Political Institutions
- 3 Preference Aggregation in Corporations
- 4 The Corporation as Contract
- 5 Shareholder Homogeneity
- 6 The Argument from the Residual
- 7 The Argument from Arrow’s Theorem
- 8 The Shareholder Franchise and Board Primacy
- 9 A Firm-Based Approach to Corporate Voting Rights
- 10 Democratic Participation and Shared Governance
- 11 The German Codetermination Experience
- 12 Conclusion
- Notes
- Index
Summary
This chapter provides an introduction to the basic structure and themes of the book. We begin with a description of the basic features of a corporation. We then discuss the intellectual foundations of corporate governance, including an overview of the doctrine of shareholder primacy and the view that a corporation is merely a nexus of contracts. We begin to catalog some of the cracks in these foundations, focusing on the shortcomings of the long-standing arguments for the exclusive shareholder franchise. Next, we make clear that our the criticisms of shareholder primacy and the exclusive shareholder franchise do not question, but indeed make extensive use of, the basic principles of standard economics and social choice theory. In other words, both our critique and our positive theory come from within the very tradition that gave rise to the original arguments for shareholder control. We conclude the chapter with a detailed plan for the rest of the book.
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- Reconstructing the CorporationFrom Shareholder Primacy to Shared Governance, pp. 1 - 14Publisher: Cambridge University PressPrint publication year: 2021