CHAPTER 10
THE BOARD OF DIRECTORS AND SHAREHOLDER RIGHTS
INTRODUCTION
Corporations in the United States are incorporated under state law. Under these laws, the board of directors is responsible for managing the affairs of the company in the best interests of the shareholders—as interpreted by the courts of that state, of course. So, how should the board be selected, organized, and monitored by shareholders to ensure that their interests remain supreme? And to what extent can boards enhance or dilute the rights of shareholders through such strategies as changing the governance structures and the bylaws of the company?
A HISTORICAL PERSPECTIVE
Public shareholders, especially dispersed shareholders, need some institution or mechanism to monitor ...
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