The Future of Corporate Governance: Director or Shareholder Primacy
This chapter argues that director primacy, not shareholder primacy, should be the future of corporate governance. Specifically, it argues that shareholder primacy is flawed both as a positive and as a normative account of corporate governance. Accordingly, efforts to extend the shareholder franchise are fundamentally misguided. In public corporations of the sort with which we are concerned, shareholder voting has very little to do with corporate decision making. To the contrary, the separation of ownership and control observed in such firms is inherent in the basic structure of the law of corporate governance.
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