Democracy in the Private Sector: The Rights of Shareholders and Union Members

Source: Michael J. Goldberg, Widener University – School of Law, Widener Law School Legal Studies Research Paper No. 14-33, September 30, 2014

From the abstract:
In the years since Enron, there has been a lively debate over the value of shareholder democracy as a means to improve corporate performance and reduce the likelihood of future Enrons or Lehman Brothers. That debate has been enriched by comparative scholarship looking at corporate governance abroad, and comparing corporate governance with public government. This Article explores a different comparison, between corporations and their sometime adversaries across bargaining tables and picket lines – labor unions. More specifically, this article compares the regulation of corporate governance and the regulation of the internal affairs of unions, and the rights of shareholders and union members in each of these two regulatory models.

The article begins by asking whether unions and corporations are similar enough in form and function to make such comparisons fruitful, and proceeds to look at a variety of governance topics, including shareholder and union member rights to nominate and elect board members or officers, and to bring shareholder or union member derivative suits against corporate or union officers for breaches of their fiduciary duties. The article also explores the policy arguments for and against more democracy in unions and in corporations and found the similarities striking, at least with respect to the instrumental arguments. There are also strong normative arguments supporting democracy in unions, but the arguments in favor of shareholder democracy are exclusively instrumental.