March 6, 2010
It's Official: We Exist (Bainbridge Just Linked to Us)
Prof. Bainbridge (responding to our own Josh Fershee) asserts shareholders don't own the corporation. While the post itself is relatively short, it provides links to a couple of his other posts that delve into the issue more deeply and are well worth a read if this sort of thing interests you (and if you are reading this, it likely not only interests you but actually qualifies as exciting). For myself, I did a quick search of Delaware opinions on Westlaw ("shareholder" /s "owner of the corporation") and came up with this interesting quote:
It would threaten widely held investor expectations if a Delaware court were to decide that shareholders are outsiders, merely residual claimants, and not in some sense the “owners” of the corporation . . . .
UniSuper Ltd. v. News Corp., No. Civ.A. 1699-N, 2006 WL 207505, at *3 (Del. Ch. Jan. 19, 2006).
BTW, one of the comments to Prof. Bainbridge's post is arguably worth repeating here:So, I don't own my home? I am only a holder of certain contractual rights contained in my deed. Wait until I tell the wife.