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List of contents
Preface; Acknowledgements; 1. Introduction; 2. Preference aggregation in political institutions; 3. Preference aggregation in corporations; 4. The corporation as contract; 5. Shareholder homogeneity; 6. The argument from the residual; 7. The argument from Arrow's theorem; 8. The shareholder franchise and board primacy; 9. A firm-based approach to corporate voting rights; 10. Democratic participation and shared governance; 11. The German codetermination experience; 12. Conclusion; Notes; Index.
About the author
Grant M. Hayden is Professor of Law at Southern Methodist University Dedman School of Law. He writes and teaches in the areas of voting rights, labor law, and corporate governance. He is also the author of American Law: An Introduction, 3rd edition (with Lawrence M. Friedman, 2017).Matthew Bodie is Callis Family Professor at Saint Louis University School of Law and Co-Director of the William C. Wefel Center for Employment Law. He served as a reporter for the Restatement of Employment Law (American Law Institute, 2015) and chair of the business associations section of the Association of American Law Schools.
Summary
This book critically examines shareholder primacy and its principal manifestation in corporate law: the exclusive shareholder franchise. It presents a new model of corporate governance, fully consistent with economic theory of the firm and democratic participation theory, that supports shared board representation between shareholders and employees.
Additional text
'It is a rare pleasure to encounter genuinely fresh thinking about the purpose and function of the corporation. Critiques of existing models are easy to find. Plausible, workable alternatives are not. Hayden and Bodie draw on economic and democratic theory to stitch together just such an alternative, one in which shareholders, employees - and no other stakeholders - are given the strongest voices in corporate governance. Reconstructing the Corporation is provocative, timely, and excellent.' David H. Webber, Professor and Associate Dean, Boston University Law School, and author of The Rise of the Working-Class Shareholder
