Professor Bainbridge...on law, politics, religion, culture & food

The Shifting Balance of Power between Shareholders and the Board

I commend to your attention Jennifer Hill’s new article, The Shifting Balance of Power between Shareholders and the Board: News Corp’s Exodus to Delaware and Other Antipodean Tales, which contrasts the policy arguments of shareholder primacists (like Lucian Benchuk) to those of director primacists (like yours truly). I particularly direct your attention to her discussion of “the events at Boral” Ltd., which she says “reflect Bainbridge‟s concern that the conferral of greater shareholder participatory rights could empower classes of shareholders who might misuse those powers and Justice Strine‟s argument that, in certain circumstances, even investors themselves might not favor strong shareholder rights.”