Three prominent Wachtell Lipton lawyers offer a paper opining that:
Lucian Bebchuk's "case for increasing shareholder power" is exceedingly weak. It demonstrates that Bebchuk's proposed overthrow of core Delaware corporate law principles risks extraordinarily costly disruption without any assurance of corresponding benefit; that Bechuk's case is unsupported by any persuasive empirical data; that Bebchuk's premise that corporate boards cannot be trusted to respect their fiduciary duty finds no resonance in the observed experience of boardroom practitioners (perhaps not surprisingly, as the proposal comes from the height of the ivory tower); and that its obsession with shareholder power is particularly suspect (if not downright dangerous) in light of the palpable practical problems of any shareholder-centric approach.
C'mon guys. Don't pull your punches. What do you really think? Anyway, yours truly is cited a few times:
Bainbridge persuasively argues in his separate reply to Bebchuk, in-formed IPO investors have historically chosen and continue to choose the default, director-centric governance terms provided under Delaware law.
Bebchuk ..., armed with little more than a theory and a smattering of concededly inconclusive data, urges a fundamental reapportionment of the balance of decisionmaking power between shareholders and directors. Make no mistake: Bebchuk is after a revolution. As Bainbridge puts it, Bebchuk wishes "to replace the existing, mostly permissive rules disempowering shareholders with a new set of mostly mandatory rules em-powering them."