Melvin Aron Eisenberg,
The Legal Roles of Shareholders and Management in Modern Corporate Decisionmaking, 57
Cal. L. Rev.
Available at: http://scholarship.law.berkeley.edu/facpubs/2033
Discusses the legal roles of shareholders and management in modern corporate decisionmaking in California. Managerial conflicts of interest; Statutory models of decisionmaking; Voting and appraisal rights in corporate combinations and divisions.