It’s not often that we laugh out loud at law review article. But that's probably related to our whole "never read a law review article" policy.
But we read the abstract to this one, and it actually made us laugh because it was actually funny. We're not bothering to read the whole thing, of course. Instead we're assigning it to our little brother for an executive summary.
Professor Lucian Bebchuk argues that the notion that shareholders in public corporations can remove directors is a myth. The same argument was made by Berle and Means in 1932. Not only is shareholder power to remove directors largely a myth in U.S. public companies, it has been widely recognized as a myth for three-quarters of a century.
What should we conclude from this? Professor Bebchuk concludes the time has come make shareholder power a reality. But there are many myths - vampires, alligators in the sewers - we would not want to make real. Part I of this Response to Professor Bebchuk's article argues that we should not want to make shareholder power to oust directors more real because, while board control worsens agency costs, it offers important economic benefits to shareholders as well. In particular, board control promotes efficient and informed decisionmaking; discourages intershareholder opportunism; and encourages valuable specific investment in corporate team production.
But on re-reading it we think it’s wrong on the substantive matter at hand. Who wouldn’t want alligators in the sewers and vampires to be real?
The Mythical Benefits of Shareholder Control [SSRN via Bainbridge]