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Political Science Commons

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Business

Faculty Scholarship at Penn Law

2011

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Full-Text Articles in Political Science

When The Government Is The Controlling Shareholder, Marcel Kahan, Edward B. Rock May 2011

When The Government Is The Controlling Shareholder, Marcel Kahan, Edward B. Rock

Faculty Scholarship at Penn Law

As a result of the 2008 bailouts, the United States Government is now the controlling shareholder in AIG, Citigroup, GM, GMAC, Fannie Mae and Freddie Mac. Corporate law provides a complex and comprehensive set of standards of conduct to protect non-controlling shareholders from controlling shareholders who have goals other than maximizing firm value. In this article, we analyze the extent to which these existing corporate law structures of accountability apply when the government is the controlling shareholder, and the extent to which federal “public law” structures substitute for displaced state “private law” norms. We show that the Delaware restrictions on ...