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The law of annual general meetings examined from a perspective of certain economic theories

University of British Columbia

The large irsodern corporation possesses characteristics which set it apart from other corporations both present and past. The existence of the annual general meeting of shareholders within the structure of these large entities suggests problems of a fundamental nature respecting the principles of law governing those meetings. The extent to which these problems, suggested by the characteristics of the modern corporation and their effects, compel a need for a reconsideration of the legal principles respecting annual general meetings, is the subject of this essay. It is the thesis of this essay that the attributes of the large modern corporation and their effects have in fact shattered the integrity of the law relating to annual general meetings. It is submitted that the legal principles governing these meetings no longer serve most of the functions of law and ought, therefore, be reconsidered. The method used to establish this thesis will be to observe the existence of the annual general meeting from the perspectives of law and economics, individually. From these two observations two models will be constructed which will then be compared to discover any discrepancies. As the economic perspective is assumed, in this essay, to be the correct one, the discrepancies that exist between the two models must indicate inaccuracies in the legal perspective. Only the descriptive function of law is considered in this essay; the prescriptive function is not here subject to criticism.

Text

2010-01-30

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http://hdl.handle.net/2429/19459

Law

University of British Columbia

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