A BRIDLE, A PROD, AND A BIG STICK: AN EVALUATION OF CLASS ACTIONS, SHAREHOLDER PROPOSALS, AND THE ULTRA VIRES DOCTRINE AS METHODS FOR CONTROLLING CORPORATE BEHAVIOR

This study focuses on efforts to remedy and prevent employment discrimination and draws upon data from recent cases. The lessons derived from this analysis, however, may be applied in other contexts, including efforts to improve the conduct of American corporations with regard to labor relations, environmental protection, and human rights in the developing world. The methods of influencing corporate behavior that will be evaluated include class action lawsuits and shareholder proposals to amend corporate policy. Studying attempts to alter corporate behavior in the context of employment discrimination over the past decade yields several key insights that activists and shareholders can learn from and can apply to other contexts: 1. Class actions are increasingly difficult to have certified by a court due to the Supreme Court's 1997 decision that adequacy of representation must be rigorously scrutinized. 2. Shareholder proposals are an increasingly frequent means for shareholder activists to prod corporate policy in a certain direction.