Arguments for Benefit of the Owner’s Priority in Company Management
DOI: https://doi.org/10.33917/es-2.176.2021.120-127
The author proves priority in company management from the owner (the participant, the shareholder). The participant has managerial powers, including concerning the choice of economic strategy of business, owing to the economic and legal nature. The right of the owner makes changes to the charter confirms its priority in company management. In competence of the owner there is development of long-term incentive system of governing body (management and board of Directors). The owner can use model of «the expected damage» (interpretation of the agreement), for decrease in the risk connected with actions of management in private interests (self-dealing) in the conditions of the incomplete contract.
References:
1. Loewenstein M., Geyer J. Shareholder Primacy and the Moral Obligation of Directors. Colorado Law Legal Studies Research Paper, 2020, no 20-52, pp. 1–48.
2. Keay A. Stakeholder Theory in Corporate Law: Has it Got What it Takes? Richmond Journal of Global Law & Business, 2010, vol. 9, pp. 249–300.
3. Nesteruk J. Corporations, Shareholders, and Moral Choice: A New Perspective on Corporate Social Responsibility. Cincinnati Law Review, 1989, vol. 58, pp. 451–475.
4. Bainbridge S. Director Primacy and Shareholder Disempowerment. Harvard Law Review, 2006, vol. 119, pp. 1735–1758.
5. Smith D. The Shareholder Primacy Norm. The Journal of Corporation Law, 1998, vol. 23, pp. 277–323.
6. Weitzel P., Rodgers Z. Broad Shareholder Value and the Inevitable Role of Conscience. New York University Journal of Law & Business, 2015, vol. 12, pp. 35–97.
7. Strine L. Our Continuing Struggle with the Idea That For-Profit Corporations Seek Profit. Wake Forest Law Review, 2012, vol. 47, pp. 135–172.
8. Strine L. Corporate Power is Corporate Purpose II: An Encouragement for Future Consideration from Professors Johnson and Millon. University of Pennsylvania Carey Law School, 2016, pp. 1–13.
9. Friedman M. The social responsibility of business is to increase its profits. The New York Times Magazine, 1970, September, 13, available at: http://umich.edu/~thecore/doc/Friedman.pdf.