Friday, January 22, 2021

Barnes, "What Were Shareholder Rights in the Wake of the American Revolution?"

The Florida State University Business Review has published "What Were Shareholder Rights in the Wake of the American Revolution?" by Victoria Barnes (Max Planck Institute for European Legal History). The abstract:

This Article investigates the common law rights of shareholders in the wake of the American Revolution. It analyzes the rights and powers that shareholders relied on in litigation about corporate governance disputes, in England in the late eighteenth and early nineteenth centuries. The relevant rules were imported into the literature of Anglo-American commercial law and linked to the later development of fiduciary duties and the business judgment rule. This Article shows that, at this point in history, these doctrines did not exist, as such, in the fiber of Anglo-American corporate law. The analysis demonstrates that shareholders had strong powers which could be exercised through litigation. These powers included the ability to dissolve the company, remove management, and stop further use of the corporate name. This discussion of shareholder rights at the time of the foundation of the United States is of particular importance to those states that still have a strong equitable jurisdiction.

The full article is available here.

-- Karen Tani