Lorraine E. Talbot

Why Shareholders Shouldn't Vote: A Marxist‐Progressive Critique of Shareholder Empowerment

This paper argues that liquidity, short-termism and low involvement in corporate governance are fundamental ingredients of shareholders’ value maximisation strategies. Neither shareholders nor their representatives will voluntarily adopt restrictions which inhibit their ability to pursue these strategies, such as those presented by the Stewardship Codes. Utilising Marxist and progressive theory this paper evidences the tendency for all capital (including shares) to seek liquidity. It presents historical evidence which shows that political policy can either restrict this tendency, as it did in the progressive and post war period, or facilitate it, as it did in nineteenth century England and in the current neoliberal period. The shareholder empowerment initiatives examined in this paper are therefore best understood as strategies to justify shareholder claims in the current crisis and to thereby protect the neoliberal status quo.

Why Is Modern Capitalism Irresponsible and What Would Make It More Responsible? A Company Law Perspective

… the concept of capitalism refers to … a society that has made the amelioration of its collective living conditions and the realisation of its core value of personal freedom both dependent on and...

Corporate Governance, Neoliberalism and Transition Economies

Transition on a neoliberal model facilitated the misappropriation of the accumulated wealth of ex-command economies by the politically well placed and by western investors. This model caused a massive reduction in the productive capacity of these countries. The subsequent introduction of more nuanced approaches to transition, in scholarly thought and in the initiatives of global institutions have facilitated the emergence a new form neoliberalism – already current in developed economies. This new form emerges from a dialectical relationship between the ideal (neo-liberal shareholder primacy) and the compromise (individual countries’ cultural context) which is expressed in corporate governance Codes. The absence of progressive alternative models of governance has enabled global institutions and corporations to define the purpose of corporate governance.

Shareholder Entitlement, Primacy and Empowerment

My purpose in this paper is to examine three distinct approaches to the notion that companies should be run in the interests of shareholders; shareholder entitlement, shareholder primacy, and shareholder empowerment. I show how these ideologies were a response to a particular set of political and economic developments using material on the United Kingdom, European Union and the United States. I show the negative impact of shareholder primacy and argue that empowering shareholders – particularly where the only shareholders with significant economic power are institutions – is a retrograde and populist step that will merely amplify the damage caused by shareholder primacy governance.

Critical Corporate Governance and the Demise of the Ultra Vires Doctrine

Using a contextual approach this paper assesses the corporate governance implications of the historical demise of the ultra vires doctrine from its muscular assertion in Ashbury through to the Companies Act 2006. It demonstrates that the strict approach in Ashbury was designed to empower outsider shareholders in companies where ownership was becoming separate from control but that paradoxically this approach was reversed as separation became more complete with increased share dispersal. The subsequent enhancement of insider (but minority) investor and management power, demonstrated in both England and the United States, raises questions as to why ultra vires has not been protected and bolstered by successive governments. It concludes that the demise of ultra vires is indicative of a bias in company law and government policy in favour of an elite group of controlling shareholders.