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California Law Review
Volume 57 | Issue 1 Article 1

January 1969

The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking
Melvin Aaron Eisenberg

Follow this and additional works at: http://scholarship.law.berkeley.edu/californialawreview Recommended Citation
Melvin Aaron Eisenberg, The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking, 57 Cal. L. Rev. 1 (1969). Available at: http://scholarship.law.berkeley.edu/californialawreview/vol57/iss1/1

This Article is brought to you for free and open access by the California Law Review at Berkeley Law Scholarship Repository. It has been accepted for inclusion in California Law Review by an authorized administrator of Berkeley Law Scholarship Repository. For more information, please contact jcera@law.berkeley.edu.

California Law Review
VOL. 57 JANUARY 1969
Copyright © 1969 by California Law Review, Inc.

No. 1

The Legal Roles of Shareholders and

Management in Modern Corporate Decisionmaking
Melvin Aron Lisenberg*
TABLE OF CONTENTS

I A GENERAL THEORY ......
A.

...

...............

4

A NORMATIVE MODEL OF'VOTING RIGHTS IN PRIVATELY HELD CORPORATIONS ....... ................ A NORMATIVE MODEL OF VOTING RIGHTS IN PUBLICLY HELD ................ CORPORATIONS .......

7
15

B.

. ........ 1. Considerations of Public Policy .. (a) "Shareholder democracy ". . .. ........ ... . ......... (b) Client-group participation .. (c) Managerialism ..... ........... . ........ 2. Managerial Conflicts of Interest .. .. ........... 3. Shareholder Expectations ... ............ (a) The AT&T myth .... ... .... (b) The fallacy of "the average shareholder" (i) The proprietary principle of corporate law . (ii) Institutional investors as shareholders in publicly .......... held corporations ... (A) The magnitude of institutional shareholdings (B) The...

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