Larry Ribstein weighs in on Lucian Bebchuk acolyte Robert Jackson's proposal "to, among other things, majority shareholder voting on corporate speech decisions." Larry opines that:
The main point to emphasize here is that there is no special free speech reason to protect shareholders from managerial control of corporate speech. If anything, the arguments cut the other way. Government control of corporate speech surely raises some voices, and therefore some ideas, above others. And legislators and regulators seek to promote their own interests, which is the First Amendment’s main concern.
The bottom line is that First Amendment should constrain government regulation not only directly of corporate political speech, but also of the governance processes that produce it. The SEC’s 14a-8 ruling and Bebchuk and Jackson’s proposals would move securities regulation toward a confrontation with the First Amendment that has been brewing since 1933. See my article with Butler, Corporate Governance Speech and the First Amendment, 43 U. Kans. L. Rev. 163 (1994).
It's a good read, so go check it out.
