Corporate Governance: Law, Theory, And Policy

Corporate Governance: Law, Theory and Policy, edited by Thomas W. Joo (Carolina Academic Press 2004), this excellent reader on corporate governance presents a cross section of mostly academic perspectives on important current issues, including: the role of the corporation, balancing interests, state and federal law, shareholder litigation, criminal and regulatory law, shareholder voice, board composition, director duties in corporate takeovers, executive compensation, and corporate lawyers as gatekeepers.

Many of the articles are modern classics by authors well know to readers of CorpGov.Net, such as Margaret Blair and Lynn Stout, Marleen O’Connor, Stephen Bainbridge, Edward Rock, Roberta Romano, John Coffee, Mark Roe, Barnard Black, Charles Elson, Lucian Bebchuk, Martin Lipton, and Lawrence Mitchell, as well as significant contributions by the editor, Thomas Joo. Each chapter includes questions for classroom discussion or self-directed study. 

Joo himself voices some rather revolutionary opinions. For example, in his 2001 essay, “The Modern Corporation and Campaign Finance,” he rejects the current legal model, which legitimizes wealth maximization but refuses to recognize other motives. ”The law should communicate society’s disapproval of the mercenary view by rejecting the presumption that shareholders always value wealth above their political preferences.”

Although his conclusion doesn’t appear, at that time, to support greater participation by shareholders, he did advocate limiting corporate participation in politics. “Law and markets have created organizations that favors the efficient over the expressive and, thus, have created organizations that deserve less First Amendment protection than individuals do.”

However, by the year 2003, Joo appears to be ready for greater shareholder democracy, criticizing the SEC proposed access rule as “too limited to have much impact. If the SEC is serious about empowering shareholders, the Division should reverse its interpretation that boards may exclude shareholder proposals with respect to voting procedures that ‘may result in contested elections of directors.’”