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56 Cornell L. Rev. 1 (1970-1971)
Government of Business Corporations Critical Reflections on the Rule of One Share One Vote

handle is hein.journals/clqv56 and id is 16 raw text is: OOP NLL LAW Ft EVi EW Volume 56 November 1970 Number 1 THE GOVERNMENT OF BUSINESS CORPORATIONS: CRITICAL REFLECTIONS ON THE RULE OF ONE SHARE, ONE VOTE David L. Ratner- Business corporations are the dominant institutions in American society. The decisions of their managers shape our present and future lives. The processes by which the selection of those managers, and the decisions they make, are ratified or legitimized, are therefore of cen- tral importance. Scholars have devoted thought to these processes, but there has been almost no effort to relate that thought to existing or potential legal mechanisms for control. This article is a tentative effort to cross that gap by relating schol- arly analysis of corporate government to a particular legal datum- the rule of one share, one vote. I have not attempted to erect a new framework, but have rather made a series of thrusts at the rule from different points of view, followed by an extremely preliminary con- sideration of alternatives. If the thrusts are well-directed, the subse- quent erection of a new framework can be undertaken with more confidence about the footing. OVERTURE: GAMEs PEoPLE PLAY There are three games of Corporations. They are played by dif- ferent people, on different boards, and with different rules. Corporations I is played on a board with fifty squares, called States. The players are called Corporation Lawyers, and they form * The initial work on this article was done in the summer of 1966 under a research grant from Cornell University. t Professor of Law, Cornell University. A.B. 1952, LL.B. 1955, Harvard University. I

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