Document Type

Article

Publication Date

Fall 2010

Publication Title

Arizona State Law Journal

Publication Title (Abbreviation)

Ariz. St. L.J.

Volume

42

Issue

3

First Page

718

Last Page

781

Abstract

As we reel from the effects of a recent financial disaster, it is apparent that there is a significant gap in corporate governance and accountability for management. One reason we have experienced this financial cataclysm is the inability of shareholders to do the "shareholderj ob. " Shareholders, as the putative owners of corporations, hold a venerated place in corporate governance. They are responsible for electing directors and monitoring management as well as valuing companies through trades in a vigorous market. The shareholder collective action problem and resulting rational apathy have kept shareholders from effectively fulfilling their role in corporate governance. Individual shareholders have differing interests and, sometimes, financial interests at odds with those of the corporation. Even if the collective action problem could be overcome and some shareholders decided to take a more active role in corporate affairs, their decisions might not align with those of the rest of the shareholder class. Shareholder powers have always been weak, but because of the enduring collective action problem, they are now virtually meaningless.

This Article suggests a solution to the shareholder collective action problem. It proposes the use of an "equity trustee, " or shareholder representative, to serve as a sophisticated party to perform the shareholder job. An equity trustee would represent the equity interest as a whole, overcoming the diverging interests of individual shareholders, to do the shareholder job of monitoring management and remaining informed about corporate affairs in a manner designed to further the goal of long-term corporate wealth maximization. The use of an equity trustee may also provide a solution to some of the market failures that led to the recent financial crisis such as an unhealthy focus on short-term increases in stock price and the seeming entrenchment of corporate officers and directors. Effective performance of the shareholder job may significantly improve corporate governance and accountability.

Rights

© 2010 Kelli A. Alces

Comments

First published in Arizona State Law Journal.

Faculty Biography

http://www.law.fsu.edu/faculty-staff/kelli-alces-williams

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