Book contents
- Reconstructing the Corporation
- Reconstructing the Corporation
- Copyright page
- Dedication
- Contents
- Preface
- Acknowledgments
- 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
3 - Preference Aggregation in Corporations
Published online by Cambridge University Press: 18 February 2021
- Reconstructing the Corporation
- Reconstructing the Corporation
- Copyright page
- Dedication
- Contents
- Preface
- Acknowledgments
- 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
Summary
This chapter lays out the some of the basic aspects of how corporations identify and aggregate the preferences of their constituents. Unlike democratic political institutions, corporations restrict voting rights to one class of constituents – shareholders – when it comes to electing members of the board or authorizing major transactions. The remaining constituents – employees, creditors, customers, and suppliers – are limited to expressing their preferences through contracts with the corporation. The chapter concludes by exploring this corporate governance structure through three controversial issues – the system of one share, one vote; proxy access; and say on pay – to illustrate the fierce debates within corporate law as well as the creative possibilities permitted by the corporate form.
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- Information
- Reconstructing the CorporationFrom Shareholder Primacy to Shared Governance, pp. 30 - 49Publisher: Cambridge University PressPrint publication year: 2021