Economics: Corporation Juridics: Boards of Directors still have the edge over shareholder activists under Sarbanes-Oxley

Jumping out at me from a somewhat technical blog-entry by Prof Stephen Bainbridge on his blog Professor Bainbridge, was this sentence fragment: "any substantial limitation on the discretion of directors [of a business corporation] must be in the articles of incorporation," and, despite the Sarbanes-Oxley Act (seemingly to the contrary), shareholder activists do not have all that much leeway to directly effectuate changes in the corporation's policy and governance.

Economics > USA

The good professor pinpoints Section 141 of SOX (as Sarbanes-Oxley is affectionately called). Prof Bainbridge is the author of the recently published The Complete Guide to Sarbanes-Oxley being greeted enthusiastically by the profession. However, in connection with the quoted statement, Doc Bainbridge points us to to his earlier detailed discussion to be found in his well-known Corporation Law and Economics; he teaches corporate law at UCLA. He points to Edmund Biurke and Russell Kirk as the mentor's of his philosophical approach to economics, economic law, and corporate governance.

A Christian and former evangelical, he converted as an adult to the Catholic version of the faith.

Source of quote: Bainbridge blog, "The SEC and Delaware" (May21m2k7).