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Voting Trusts and Antitrust: Rethinking the Role of Shareholder Litigation in Public Regulation, from the 1880s to the 1930s
Law and History Review ( IF 0.769 ) Pub Date : 2021-09-22 , DOI: 10.1017/s0738248021000304
Naomi R. Lamoreaux , Laura Phillips Sawyer

Scholars have long recognized that the states’ authority to charter corporations bolstered their antitrust powers in ways that were not available to the federal government. Our paper contributes to this literature by focusing attention on the relevance for competition policy of lawsuits brought by minority shareholders against their own companies, especially lawsuits challenging voting trusts. Historically judges had been reluctant to intervene in corporations’ internal affairs and had been wary of the potential for opportunism in shareholders’ derivative suits. By the end of the nineteenth century, however, they had begun to revise their views and see shareholders as useful allies in the struggle against monopoly. Although the balance between judges’ suspicion of and support for shareholders’ activism shifted back and forth over time, in the end the lawsuits provoked state legislatures to strengthen antitrust policy by making devices like voting trusts unsuitable for purposes of economic concentration.

中文翻译:

投票信托和反垄断:从 1880 年代到 1930 年代重新思考股东诉讼在公共监管中的作用

学者们早就认识到,各州特许公司的权力以联邦政府无法获得的方式增强了他们的反垄断权力。我们的论文通过关注少数股东对自己公司提起的诉讼与竞争政策的相关性,特别是挑战投票信托的诉讼,对这一文献做出了贡献。从历史上看,法官一直不愿干预公司的内部事务,并对股东派生诉讼中的机会主义可能性保持警惕。然而,到 19 世纪末,他们开始修正自己的观点,将股东视为反对垄断斗争中的有用盟友。尽管法官对股东积极主义的怀疑和支持之间的平衡随着时间的推移而来回移动,
更新日期:2021-09-22
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