Does corporate law permit entrepreneurial leaders to implement their vision? Current debates in corporate law and governance illustrate the trade-off between making corporate leaders accountable and allowing them to execute their vision. For decades, the “one-share-one-vote” principle has been one of the core demands of advocates of “good corporate governance:” The management of publicly traded firms should be accountable to stockholders and subject to the risk of being ousted by a hostile takeover by ensuring that each shareholder’s voting power matches their financial stake in the firm. This chapter traces recent developments in the United States, specifically the tech industry. In recent years, this basic tenet of “corporate democracy” has again come under attack. Dual-class stock structures that give greater voting power to entrepreneurial founders are now sometimes seen as a way of allowing them to implement a distinctive vision by protecting them from pressures from financial investors and capital markets. However, the role of entrepreneurial leaders as small minority controlling shareholders raises several issues, specifically to what extent courts should scrutinize corporate decisions that may not be in the interest of shareholders as a group. The chapter additionally looks at recent developments in the European Union, where the significance of corporate leaders with a unique vision has also been increasingly recognized.

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Visionary Leaders and Corporate Governance

  • Martin Gelter

摘要

Does corporate law permit entrepreneurial leaders to implement their vision? Current debates in corporate law and governance illustrate the trade-off between making corporate leaders accountable and allowing them to execute their vision. For decades, the “one-share-one-vote” principle has been one of the core demands of advocates of “good corporate governance:” The management of publicly traded firms should be accountable to stockholders and subject to the risk of being ousted by a hostile takeover by ensuring that each shareholder’s voting power matches their financial stake in the firm. This chapter traces recent developments in the United States, specifically the tech industry. In recent years, this basic tenet of “corporate democracy” has again come under attack. Dual-class stock structures that give greater voting power to entrepreneurial founders are now sometimes seen as a way of allowing them to implement a distinctive vision by protecting them from pressures from financial investors and capital markets. However, the role of entrepreneurial leaders as small minority controlling shareholders raises several issues, specifically to what extent courts should scrutinize corporate decisions that may not be in the interest of shareholders as a group. The chapter additionally looks at recent developments in the European Union, where the significance of corporate leaders with a unique vision has also been increasingly recognized.