Reconstructing the Corporation

Grant M. Hayden is Professor of Law at Southern Methodist University Dedman School of Law. He writes and teaches in the areas of voting rights, labor law, and corporate governance. He is also the author of American Law: An Introduction, 3rd edition (with Lawrence M. Friedman, 2017). Matthew Bodie is Callis Family Professor at Saint Louis University School of Law and Co-Director of the William C. Wefel Center for Employment Law. He served as a reporter for the Restatement of Employment Law (American Law Institute, 2015) and chair of the business associations section of the Association of American Law Schools.

'This important book brings some welcome and compelling arguments against corporate America's unhealthy preoccupation with maximizing shareholder wealth - a preoccupation that has spurred income inequality, fueled global warming and distorted our democracy. Reconstructing the Corporation exposes serious flaws in the arguments behind maximizing shareholder value and makes a strong case why workers should elect representatives to corporate boards and have a far stronger voice at the companies where they work.' Steven Greenhouse, author of Beaten Down, Worked Up: The Past, Present, and Future of American Labor

• Preface; Acknowledgements; 1. Introduction; 2. Preference aggregation in political institutions; 3. Preference aggregation in corporations; 4. The corporation as contract; 5. Shareholder homogeneity; 6. The argument from the residual; 7. The argument from Arrow's theorem; 8. The shareholder franchise and board primacy; 9. A firm-based approach to corporate voting rights; 10. Democratic participation and shared governance; 11. The German codetermination experience; 12. Conclusion; Notes; Index.