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9 - A Firm-Based Approach to Corporate Voting Rights

Published online by Cambridge University Press:  18 February 2021

Grant M. Hayden
Affiliation:
Southern Methodist University Dedman School of Law
Matthew T. Bodie
Affiliation:
Saint Louis University School of Law
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Summary

This chapter sets out the first of two positive arguments for extending corporate voting rights to employees. The long-standing theory of the firm, in confronting the question why firms even exist, explains the separation of corporate insiders from outsiders in a way that allows firms to most efficiently carry out joint production. Those inside the corporation should have their preferences captured through more direct governance mechanisms such as voting, those outside the firm through processes like contract or regulation. Under this understanding of the firm, employees are, of course, the classic insiders, a conclusion that’s only reinforced by more recent work on the generation and flow of information within firms. The economic theory of the firm, then, provides a powerful argument for extending the corporate franchise to employees.

Type
Chapter
Information
Reconstructing the Corporation
From Shareholder Primacy to Shared Governance
, pp. 145 - 160
Publisher: Cambridge University Press
Print publication year: 2021

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