In the face of ubiquitous criticism of large corporations and their shareholders, coercive reforms have been proposed to abridge shareholder rights and impel corporations towards stakeholderism. This paper defends shareholder exclusivity under a revitalised liberal approach, which limits the scope for legitimate intervention by corporate law by unearthing the diverse and exponentially evolving facets of shareholder personhood. We argue that both dominant and critical corporate law theories have obfuscated the multifaceted nature of shareholder personhood thus counter-intuitively contributing to a conceptual and normative impasse. Building from utilitarian foundations of naïve rationalism and the facile acceptance of market hegemony as an inevitable feature of liberal democracy, both sides overlook the possibility that shareholders possess basic rights to determine and express their identities and values by configuring their protean role in corporate governance. In a radical departure from corporate law's established framings in economic terms, we demonstrate that the ongoing renaissance of shareholder personhood manifests a range of instrumental (financial) and non-instrumental (mixed financial and non-financial) goals, thus establishing a normative claim for its recognition. For such an aspiration to materialise, corporate law needs to utilise non-coercive (often reflexive) rules that will enable the further flourishing of shareholder moral agency.

 

The Speakers

Dr Kokkinis joined Birmingham Law School in 2020. Before that he was Associate Professor at Warwick Law School which he joined in 2013. He has also taught at UCL, the University of Kent and Buckingham University. He holds a PhD from University College London (2014), an LLM from the London School of Economics (2009) and an LLB from the National University of Athens (2008). Dr Kokkinis has published widely in the areas of corporate governance, bank corporate governance and financial regulation, and engages regularly with policy makers and the media. His work has been published in prestigious peer reviewed journals, such as the Journal of Corporate Law Studies and the Journal of Financial Regulation. His research has attracted British Academy funding and has been impactful in terms of influencing a Greek Act of Parliament on the corporate governance of listed companies, a prominent US shareholder advocate, a UK ethical investment firm, and a leading independent proxy voting agency.

Konstantinos Sergakis is Professor of Capital Markets Law and Corporate Governance at the University of Glasgow. He is a Member (Alternate) of the Joint Board of Appeal of the European Supervisory Authorities (EBA, EIOPA, ESMA). He is also Member of the Oversight Committee of the Best Practice Principles Group (BPPG) for Shareholder Voting Research Providers and Chair of its Review Subcommittee. He also serves as Advisor at Mefop, the Italian Ministry of Economy and Finance company in charge of pension funds, having co-led a series of soft law initiatives, such as the Inaugural Stewardship Guidelines for institutional investors (2022). He is the author of The Law of Capital Markets in the EU (Palgrave Macmillan, 2018) and of The Transparency of Listed Companies in EU Law (Bibliothèque de l’Institut de Recherche Juridique de la Sorbonne - IRJS Editions, 2013). His articles have appeared in the Journal of Corporate Law Studies, the European Business Organisation Law Review and the European Company and Financial Law Review, among others. He has held Visiting Professorships, inter alia, at the Universities of Aarhus, Liechtenstein, LUISS, Sciences-Po Lyon, University of Trento and UCLouvain.