One of the new bloggers at Business Law prof opines that:
A shareholder move seeking a greater voice in corporate governance seems proper to me because it is about the exercise of ownership rights.
For the umpteenth time, shareholders do not own the corporation. Shareholders are one of many constituencies that contract with the corporation, which itself is a legal fiction. There is no entity or thing capable of being owned. Granted, because the shareholders hold the residual claim on the corporation's assets, their deal with the corporation has certain ownership-like rights. But they have only those rights specified by their contract, as that contract is embodied in state corporate law and the firm's organic documents. More here and, especially, here.
