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Reconstructing the Corporation – From Shareholder Primacy to Shared Governance

Grant M. Hayden and Matthew T. Bodie

Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.

Selected Editorial Reviews

"This important book brings some welcome and compelling arguments against corporate America’s unhealthy preoccupation with maximizing shareholder wealth - a preoccupation that has spurred income inequality, fueled global warming and distorted our democracy. Reconstructing the Corporation exposes serious flaws in the arguments behind maximizing shareholder value and makes a strong case why workers should elect representatives to corporate boards and have a far stronger voice at the companies where they work." -- Steven Greenhouse, author of Beaten Down, Worked Up: The Past, Present, and Future of American Labor

"Reconstructing the Corporation explores shared governance, the vision of the firm that we have been waiting for. It challenges the old model of shareholder essentialism, reforms the corporate board, and finally offers something for the workers." -- David Zaring, Professor, Wharton School, and author of The Globalized Governance of Finance

"Reconstructing the Corporation is the culmination of over a decade of important work by Hayden and Bodie attacking the status quo of shareholder primacy and the exclusive shareholder franchise. The book is a must-read for those interested in exploring a new, more inclusive vision of corporate governance that would give employees greater voice in the future of business enterprise." -- Elizabeth Pollman, Professor of Law, University of Pennsylvania Law School

"Grant Hayden and Matthew Bodie have written an authoritative and comprehensive rebuttal to the notion that corporations should be run primarily for the benefit of shareholders, instead of more democratically on behalf of all constituents. This book is one-stop-shopping for readers who want to understand the arguments for shareholder primacy, and their flaws." -- Frank Partnoy, Professor of Law, University of California, Berkeley School of Law

About the Author

Grant M. Hayden
Professor of Law

Professor Hayden writes and teaches in the areas of voting rights, labor law, and corporate governance. He is also the author of American Law: An Introduction, 3rd edition (with Lawrence M. Friedman, 2017).

Rethinking Securities Law

Marc I. Steinberg

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act.

Selected Editorial Reviews

"Professor Marc Steinberg is the preeminent securities law authority of our generation. For decades, he has written an impressive and thorough body of work. Rethinking Securities Law adds much to that record and is a must read and a valuable resource for all policy-makers, practitioners and scholars
in the field." -- Edward D. Herlihy, Partner, Wachtell, Lipton, Rosen & Katz

"For anyone who cares about strengthening capitalism, improving the efficiency of our capital markets, and protecting investors, Professor Marc Steinberg's creative and thought-provoking book Rethinking Securities Law is a must read!" -- Harvey L. Pitt, CEO, Kalorama Partners, LLC; Former Chairman, Securities and Exchange Commission

"In Rethinking Securities Law, Professor Marc Steinberg has conceived of a new scheme of principles drawn from the current hodgepodge of securities regulation. By substantially enhancing the rules-based consolidation of six separate securities statutes advocated by the American Law Institute, Steinberg has formulated an ecosystem of fairness and excellence to sustain access and exchange in our capital markets." -- Ralph C. Ferrara, Partner, Proskauer Rose LLP; former General Counsel, Securities and Exchange Commission

"I applaud Professor Steinberg for this timely and momentous book. Securities litigation is in need of repair, and Rethinking Securities Law just may provide the jolt in the right direction that we need." -- Paul J. Geller, Founding Partner, Robbins Geller Rudman & Dowd LLP

"Professor Marc Steinberg's Rethinking Securities Law provides a timely roadmap to revamping the federal securities laws. The book makes an outstanding and insightful contribution to actions that should be undertaken to remedy the deficiencies that currently exist." -- Joel Seligman, Dean Emeritus and Professor, Washington University School of Law; President Emeritus and University Professor, University of Rochester, and co-author (with Louis Loss and Troy Paredes) of Securities Regulation

About the Author

Marc I. Steinberg
Rupert and Lillian Radford Chair in Law and Professor of Law

Professor Steinberg was an attorney for the SEC’s Enforcement Division and Office of General Counsel. Retained as an expert witness in several notable cases, including Enron, Martha Stewart and Mark Cuban, he is this country's most prolific author of securities law scholarship, having authored approximately 40 books and 150 law journal articles. He has lectured at many prestigious universities in the U.S. and abroad as well as at high-profile professional conferences.