Table of Contents

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.

Promotional Information

This book critically examines shareholder primacy and develops a new theory of shared corporate governance that includes employees.

About the Author

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.

Reviews

'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

'They say it takes a theory to beat a theory, so Grant Hayden and Matthew Bodie do not stop after presenting a compelling, comprehensive critique of the theory of shareholder primacy. They offer their own competing perspective on corporate governance, placing employees at the center right beside shareholders.' Brett McDonnell, Dorsey & Whitney Chair and Professor of Law, University of Minnesota Law School

'Reconstructing the Corporation explores shared governance, the vision of the firm that we have been waiting for. It challenges the old model of shareholder essentialism, reforms the corporate board, and finally offers something for the workers.' David Zaring, Professor, Wharton School, and author of The Globalized Governance of Finance

'Reconstructing the Corporation is the culmination of over a decade of important work by Hayden and Bodie attacking the status quo of shareholder primacy and the exclusive shareholder franchise. The book is a must-read for those interested in exploring a new, more inclusive vision of corporate governance that would give employees greater voice in the future of business enterprise.' Elizabeth Pollman, Professor of Law, University of Pennsylvania Law School

'Grant Hayden and Matthew Bodie have written an authoritative and comprehensive rebuttal to the notion that corporations should be run primarily for the benefit of shareholders, instead of more democratically on behalf of all constituents. This book is one-stop-shopping for readers who want to understand the arguments for shareholder primacy, and their flaws.' Frank Partnoy, Professor of Law, University of California, Berkeley School of Law

'This book is what critics of the conventional wisdom about corporate governance have been waiting for. It provides in one place a powerful critique of what is, and a persuasive account of what could be. I wish I had written this book. Instead, I will keep it within arm's reach for the rest of my career.' Kent Greenfield, Professor of Law and Dean's Distinguished Scholar, Boston College Law School

'It is a rare pleasure to encounter genuinely fresh thinking about the purpose and function of the corporation. Critiques of existing models are easy to find. Plausible, workable alternatives are not. Hayden and Bodie draw on economic and democratic theory to stitch together just such an alternative, one in which shareholders, employees - and no other stakeholders - are given the strongest voices in corporate governance. Reconstructing the Corporation is provocative, timely, and excellent.' David H. Webber, Professor and Associate Dean, Boston University Law School, and author of The Rise of the Working-Class Shareholder