Silencing the Shareholders' Voice
33 Pages Posted: 29 Sep 2002
Date Written: September 2002
Abstract
In this essay, Professor Hazen discusses recent limitations on shareholders' participation in corporate governance. First, limiting shareholders' ability to convene a shareholder meeting deprives them of a significant corporate governance right. Second, permitting holders of a majority of the shares to act by consent in lieu of a meeting eliminates the opportunity for discourse and debate. Professor Hazen makes the point that an amendment to the articles of incorporation to permit shareholder action by majority consent triggers the statutory appraisal remedy for dissenting shareholders. Finally, Professor Hazen objects to the legislature's propensity to respond to certain private interests rather than balance the competing interests involved in corporate governance issues.
Keywords: Corporate governance, shareholders, corporate law
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