Other Constituency Statutes

This Article will use the Missouri experience as a point of departure to consider what the legal effect of "other constituency" statutes might be. Recognizing that "other constituency" statutes were adopted along with other statutes clearly aimed at deterring unwanted takeovers, those other statutes will also be discussed. First, the Missouri law relating to corporate governance prior to the enactment of the package of Missouri legislation that includes the other constituency statute will be examined, including the legislative history of these statutes and the sources from which they seem to have been drawn. Next, this Article will consider whether, and to what extent, the changing nature of the corporate shareholder population should affect the interpretation of such statutes.

This will require some digression into the "nexus of contracts" approach to corporate theory and some counter-arguments to this approach.