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Trustee or Delegate? Understanding Representation to Illuminate Shareholder Governance and Regulatory Change

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  • Verstein Andrew

    (Associate Research Scholar in Law, Lecturer in Law, and John R. Raben/Sullivan & Cromwell Executive Director, Center for the Study of Corporate Law, Yale Law School. This article is based on a talk held at the sixth ECFR-Symposium in Zurich, on September 30, 2011. For helpful comments, I would like to thank Rick Brooks, Pierre-Henri Conac, Matteo Erede, Heribert Hirte, Alessio M. Pacces, Sergio Alberto Gramitto Ricci, Peter Sester, Luc Th�venoz, Dirk Zetsche, and the other participants in the ECFR Symposium in Zurich, and to Mitzi Huang. Abundant thanks also to Gabriel Rauterberg for continuing development of several of the core insights presented here.)

Abstract

It is generally agreed that directors are the shareholders representatives, but what is a representative and what is entailed by representation? Although courts and scholars have explored the duties and powers of directors as representatives, the concept of representation tends to go unexamined. By contrast, political philosophers have considered representation for centuries and political theorists have generated an extensive empirical literature. This Article applies the representation theory scholarship to perennial and emerging problems in corporate law.

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  • Verstein Andrew, 2012. "Trustee or Delegate? Understanding Representation to Illuminate Shareholder Governance and Regulatory Change," European Company and Financial Law Review, De Gruyter, vol. 9(1), pages 74-100, April.
    • Handle: RePEc:bpj:eucflr:v:9:y:2012:i:1:p:74-100:n:4
    DOI: 10.1515/ecfr-2012-0074
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