Global Associate Professor of Law Mariana Pargendler, who teaches in the NYU Law Abroad in Buenos Aires program, has been recognized by the Corporate Practice Commentator in its annual Top 10 Corporate and Securities Articles list as the co-author of “The Evolution of Shareholder Voting Rights: Separation of Ownership and Consumption,” published in the January 2014 Yale Law Journal. The list was determined by votes from teachers of corporate and securities law, who considered more than 525 articles.
In the article, Pargendler and her co-author, Henry Hansmann, examine early corporations, which, in the 19th century, commonly adopted restricted voting schemes favoring small shareholders over large ones. The article suggests that, contrary to current arguments that such schemes were intended as investor protection of small shareholders from exploitation by controlling shareholders, restricted voting actually protected small shareholders as consumers. In an era when many corporations were local monopolies providing vital infrastructural services, Pargendler and Hansmann argue, such entities bore some resemblance to consumer cooperatives, and restricted voting prevented monopolists and competitors from controlling those services. The co-authors conclude: “Failure to understand the role played by restricted voting in the past…may lead us to overestimate the potential advantages of current proposals for a return to restricted voting, in both developing and mature economies.”
Pargendler is a professor at Fundação Getulio Vargas Law School in São Paulo. Hansmann, now a professor at Yale Law School, was George T. Lowy Professor of Law at NYU Law from 2003 to 2004.
Posted May 27, 2015