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Corporate Stagnation: Discussion and Reform Proposal

This Article concentrates on the tendency of the corporate structure to preserve the status quo. This phenomenon is most severe when the status quo is pro-managerial. The increasing gravity of institutional shareholders, vis-a-vis managements' central role in the corporate charter amendment process, is the crucial force that drives this corporate stagnation. Evidently, many frequently used corporate charter provisions that impede the ability to take over a corporation, such as provisions for staggered boards, are subject to the above-mentioned corporate stagnation. While seasoned firms only rarely adopt such charter provisions, firms that previously added the said provisions to their charters do not tend to repeal them. Consequently, this Article advances a new legal standard, the Future Oriented Default, as a possible remedy. The Future Oriented Default pierces the status quo by eliminating current charter provisions that are suspected of being sub-optimal, but nevertheless allows the corporation to deviate, in the future, from the imposed standard. The Future Oriented Default is shown to be superior, in some circumstances, to any other proposal, whether mandatory or enabling. Finally, it is suggested that the Future Oriented Default might play a significant role in mitigating inefficiencies at the Initial Public Offering stage by helping the market to overcome an undesirable standard.