Publication Date
Fall 10-6-2024
Abstract
The “disinterested and independent majority” is one of the most important concepts in corporate law. Corporate actions are almost immune to legal challenge if a suitable majority of directors stands ready to approve it.
Scholars have extensively debated the proper meaning and effect of “disinterested and independent,” but no such literature analyzes “majority.” As a matter of arithmetic, how do we compute whether a given set of directors contains a suitable majority? While seemingly innocuous, the concept of a majority means different things to different courts. Indeed, there may be no majority rule for majority independence. The Article charts and analyzes a puzzle somehow undiscovered, though at the heart of a field. In so doing, it asks questions important to debates far afield of corporate law. Majority rules matter for flawed democracies everywhere.
Recommended Citation
Andrew Verstein,
Majority Rules,
119
Nw. U. L. Rev.
317
(2024).
https://scholarlycommons.law.northwestern.edu/nulr/vol119/iss2/2
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