541. Leo E. Strine, Jr, Towards a True Corporate Republic: A Traditionalist Response to Lucian’s Solution for Improving Corporate America, 2/2006.
Abstract : In this essay, Vice Chancellor Strine responds to Professor Bebchuk’s proposal to empower stockholders to amend corporate charters. Critiquing that proposal from the perspective of a corporate law traditionalist, Strine notes that traditionalists will fear that the proposal will undermine managerial flexibility and will give clout to unaccountable institutional intermediaries. In a more constructive vein, the essay posits a reform of the corporate election system designed to address the legitimate concerns raised in Professor Bebchuk’s thought provoking article but in a traditionalist manner more consistent with the republican model of corporate democracy characteristic of American corporate law.