Rights and Duties of shareholders in Corporate Law

Law

Stakeholders have many legal rights, but not all of them are of equal importance. In this article, I will argue that two rights - the right to elect directors and the right to sell shares are more important than any other, that these rights should be considered "fundamental" shareholder rights, ” And as such, they deserve a great deal Respect and protection by law. The history of corporate law has been one of increasing flexibility for directors and decreasing rights for shareholders. This is a result of competition between states for incorporation and is presented as an alarming "race for the bottom" and an efficient "race" at the top. This paper argues that stealth governance is inappropriate for corporations and instead advocates a uniform structural approach to corporate law that would limit private order to charter and bye-laws. It criticizes the use of shareholder agreements to avoid statutory limitations on the Charter and Bylaws provisions, arguing that existing limitations are undesirable, should they be the subject of legislative reform.

This work is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License.