Changing conditions often force us to rethink the role of a law. Professor Ryan's scholarly article, Rule 14a-8, Institutional Shareholder Proposals, and Corporate Democracy,underscores this need. His article is useful for both its successes and its failures. Its principal failure is its inability to identify a general justification for the rule. This is helpful; the failure of an intelligent and deter- mined advocate to find a persuasive defense of the rule confirms that no defense is possible. The article succeeds principally in showing how institutional investors have recently used the rule in ways that put the rule in a new light. The new developments demand a response from the rule's critics. This reply argues that Professor Ryan is right in concluding that the new developments justify a role for the rule, but that this role must be more narrowly defined than it has been by Professor Ryan.
Patrick Ryan, Proxy
Place of Original Publication
Georgia Law Review
23 Georgia Law Review 815 (1989)
Dent, George W., "Proxy Regulation in Search of a Purpose" (1989). Faculty Publications. 423.