Shareholders as Grown-Ups: Voting, Selling, and Limits on the Board's Power to 'Just Say No'
University of Cinncinati Law Review, Vol. 67, P. 999, 1999
Posted: 8 Feb 2000
Abstract
With the return of a hot takeover market amidst a shareholder population in which institutional shareholders have a dominant role there has been renewed discussion of the role of shareholders in corporate decision-making and for takeovers in particular. This article takes the author's suggested structure as to what shareholders do (they vote, sell or sue, all in limited doses) and examines the contrasting lines of Delaware law as to permissible limits on director action to limit shareholder selling (see Unocal & Unitrin) and permissible limits on director actions to limit shareholder voting (see Blasius). The article examines reasons that might explain a difference in the two contexts and argues for a unified approach that would preserve space for shareholder decision-making.
JEL Classification: K22
Suggested Citation: Suggested Citation