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Introduction: Professor Randall Thomas’s Depolarizing and Neutral Approach to Shareholder Rights

Posted by on Monday, November 25, 2019 in Articles, Volume 72, Volume 72, Number 6.

James D. Cox & Frank Partnoy | 72 Vand. L. Rev. 1755 (2019) |

Like Gaul, corporate law scholarship can be divided into three overflowing buckets: pro-manager, pro-shareholder, and empirical. We classify empirical scholarship as a separate category, in significant part because of Professor Randall Thomas.

In the pre-Thomas era, much of the literature fell into the first two buckets, with empirical researchers deploying data collection and analysis to support their particular bent. Then Professor Thomas emerged as a distinctive empiricist. Throughout his career, he has published scores of pathbreaking studies while maintaining relative neutrality as to the normative implications. He does not deploy data and its analysis to advocate for particular positions, but instead maps the terrain in which policy can then be considered. Thus, Professor Thomas’s category of scholarship is the third way—a balanced approach to generating and assessing evidence, without a particular viewpoint.

We focus here on two areas of empirical exploration of the shareholder franchise, shareholder rights to sue and vote, where Professor Thomas has contributed richly and without polemics—as a neutral umpire calling balls and strikes. We show how his work has helped depolarize the division between managerialists and shareholder rights advocates.

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James D. Cox & Frank Partnoy