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1 - Introduction

Published online by Cambridge University Press:  18 February 2021

Grant M. Hayden
Affiliation:
Southern Methodist University Dedman School of Law
Matthew T. Bodie
Affiliation:
Saint Louis University School of Law
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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.

Type
Chapter
Information
Reconstructing the Corporation
From Shareholder Primacy to Shared Governance
, pp. 1 - 14
Publisher: Cambridge University Press
Print publication year: 2021

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