Silencing the Shareholders' Voice

33 Pages Posted: 29 Sep 2002

See all articles by Thomas Lee Hazen

Thomas Lee Hazen

University of North Carolina School of Law

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

Suggested Citation

Hazen, Thomas Lee, Silencing the Shareholders' Voice (September 2002). Available at SSRN: https://ssrn.com/abstract=329800 or http://dx.doi.org/10.2139/ssrn.329800

Thomas Lee Hazen (Contact Author)

University of North Carolina School of Law ( email )

Van Hecke-Wettach Hall, 160 Ridge Road
CB #3380
Chapel Hill, NC 27599-3380
United States
919--962-8504 (Phone)

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