Abstract

The article - which summarizes some of the ideas developed in a book about corporate vote-buying - provides a critical analysis of Delaware Courts' liberal tendency towards corporate vote trading. It seems that, at least with regard to this issue, Delaware's is not a race to the top. Vote-buying is at best unuseful in a world of shareholder unanimity, it is socially inefficient if shareholders preferences differ but all have the same intensity, and it has indeterminate results when preference intensity is allowed to vary.