We lawyers can have odd taste in bedtime reading. For instance, I recently came across a law review article by Vice Chancellor Leo Strine, a judge of the Delaware Court of Chancery and widely-admired corporate law expert.
Vice Chancellor Strine’s argument is not directed specifically at questions of corporate political activity, but many of his arguments provide much-needed clarity to that ongoing debate. The article is (relatively) brief and deserves to be read in full.
The article responds to a “reform” proposal that would provide shareholders with greater opportunities to directly dictate corporate policy, by allowing direct votes to change corporate charters. Strine’s article opposes this reform from a “traditionalist” viewpoint.(As a sitting judge, Strine is somewhat constrained in airing, as such, his personal views).
Several points stick out: