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Corporate Governance as an Economic Theory: Can Non-Economic Principles of Antitrust Law be Imported to Reduce Shareholder Primacy, Promote Stakeholder Objectives?

Scholarly and policy overreaction to the heyday of corporate misconduct has given rise to an era of shareholder democracy. And while shareholder say over corporate affairs is an admirable goal of corporate law (as shareholders are, in fact, the firm’s owners), shareholder power has simply gone too far. The informal power of shareholders has become the focal point of corporate decision making and has led to decreased stock prices and threatened the longevity of corporations in favor of short term profit seeking. As a result, corporate governance needs to adjust the framework through which it views the corporations, shedding the shareholder-centric model, for a stakeholder based regime. In order to provide academics with a framework as to how to achieve this goal, this article looks to another economic theory that has historically used non-economic norms and objectives to further its economic prerogatives: antitrust law. By importing select principles from antitrust jurisprudence and implementing them in corporate governance literature, scholars can change the predominant corporate governance model and prevent runaway shareholder power.